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Interpretive and Exemptive Letters

Texas State Securities Board's Interpretive and Exemption Letters from January 7, 1993 through March 5, 2012.

Financial Products, LLC, §5.H; Rule 109.5, 2/14/2011

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
Firm was a "wholesaler" formed to market registered securities products issued by third parties to registered broker dealers and registered investment advisory funds. The company would distribute sales literature to broker dealers and RIAs, but not directly to retail customers and would not be party to any transaction with a retail customer. The company would receive transaction-based compensation. §5.H and Rule 109.5 exemptions were not available because the company was selling to broker dealers and RIAs as a conduit to retail investors. In addition, as the company was receiving transaction-based compensation, the company was a "link in the chain of sale" and the company and its personnel must be registered under the broker dealer registration requirements.
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Financial Service Corporation, §5.C(1); §5.O, 10/8/1993

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§5.C(1) not available for secondary sales of issuer’s common stock by employees of the issuer and representatives associated with the issuer’s broker-dealer subsidiary who are engaged in the business of selling securities since sales would be for the direct or indirect benefit of the issuer. The staff explained that §5.O may be available for sales by registered dealers in the secondary market, however.
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First Victoria National Bank, §4.C;§12; Rule 107.2, 4/18/1995

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
A bank operating a cash sweep program in which deposits from commercial customers above an established threshold would be swept into an investment account would be “dealer” under §4.C. The bank employees involved in the program would be agents. If the bank is compensated for any investment advice in connection with the cash sweep program, it would appear to meet the definition of “investment advisor” under Rule 107.2.
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Firstar Trust Company Administration of a Dividend Reinvestment And Common Stock Purchase Plan, §4.C, 3/24/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
As administrator of a dividend reinvestment and stock repurchase plan, Firstar Trust Company (“Firstar”) would have contacts in various ways with the shareholders and employees who are the plan participants, including receiving enrollment forms and payments and executing sales requests from participants. Firstar will receive from the company a fee based on the number of participants, but not on the number of shares sold. Based on §4.C, the staff declined to recommend no action to register Firstar as a dealer and its employees conducting the proposed activities on behalf of Firstar as agents.
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Foremost Physicians Management Company; Foremost Physicians, IPA, §7; §12; Rule139.2; no action recommended, 3/2/1995

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of shares to be issued by corporation to perform administrative functions in support of a network of physicians where shares sold exclusively to Dallas area doctors participating in the network. Each doctor participating must purchase one Class A share. Intermediate care doctors must also purchase one Class B share. Core specialist doctors will be required to purchase one Class C share. The shares were not entitled to any dividends and transfer of the shares was highly restricted. No action recommended to require the registration of officers or directors of the corporation as dealers. Rule 139.2 available to exempt the issuance of memberships of related professional association from the securities and dealer registration requirements.
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Fourth Financial Corporation, §5.G(a); §6.F; §5.R, 12/7/1993

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§5.G(a) available for issuance of securities to shareholders of a savings and loan holding company acquired in a merger transaction. Accordingly, the holding company and its agents would be exempt from registration as a dealer or agent in connection with the merger. Since the acquirer’s stock was quoted on Nasdaq’s National Market System, §6.F would also be available, thereby making §5.R available for the merger transaction.
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GemStar Associates, §4.A; §7, 1/20/1993

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
GemStar Inventory Consignment Program falls within the definition of “security”; therefore, the interests in the program must be registered unless an exemption was available. Program involved arrangement in which GemStar Associates would serve as agent for investor in the purchase, package, marketing and resale of gems with a guaranteed 25% return on investment.
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Green Bay Packers, Inc., §7; §12; no action, 11/10/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of the offer and sale of shares of the Green Bay Packers, Inc., a Wisconsin nonprofit corporation (the “Company”), to the general public. Because of provisions in the Company’s governing documents, the shares cannot receive dividends, are not transferable (except in limited circumstances), cannot be pledged, and cannot appreciate in value. Subscribers for the shares will be required to acknowledge no expectation of any economic benefit from the shares other than having a professional football team in Green Bay. The staff also recommended no action to require registration as dealers of the Company’s officers, directors, and employees who engage in activities for the offering, because they will not receive any commission or other remuneration for their activities.
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Green Bay Packers, §7; §12; no action recommended, 11/4/2011

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of new stock to be issued by Green Bay Packers, Inc. The shares could not be sold or transferred, could not be pledged or hypothecated, owners would receive no dividend, and the Green Bay Packers had a right of first refusal to reacquire the shares at a price that would be less than the issuance price.
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Grubb & Ellis Company, §5.R; §6.F, 5/6/1998

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§6.F and §5.R available to exempt from securities and dealer registration the offering of options to purchase common stock of Grubb & Ellis Company (the “Company”), under a stock option plan of the Company, to a group of full-time consultants (who are not employees) in Texas. The Company’s common stock is listed and traded on the New York Stock Exchange, and the common stock to be issued upon exercise of the options is on a parity with the New York Stock Exchange-listed common stock.
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