S.424 - Limited Partnership Rollup Reform Act of 1993103rd Congress (1993-1994)
Summary: S.424 — 103rd Congress (1993-1994)
Passed Senate amended (08/06/1993)
Limited Partnership Rollup Reform Act of 1993 - Amends the Securities Exchange Act of 1934 to revise proxy solicitation rules with respect to limited partnership rollup transactions (in which general partners combine several limited partnerships into one unit that trades on a stock exchange, or a single limited partnership is reorganized so that some or all of the investors receive new securities or securities in another entity).
Requires the Securities and Exchange Commission (SEC) to prescribe proxy rules to: (1) permit dissenting shareholders in a proposed rollup to contact, without filing soliciting material with the SEC, other limited partners before the transaction date in order to determine whether to solicit proxies, consents, or authorizations in opposition to the proposed transaction; (2) require the issuer to provide a shareholder (limited partner) with a list of all limited and general partners involved in the proposed rollup; (3) prohibit the direct or indirect payment of any person providing solicitation services (a broker-dealer) on the basis of whether the solicited proxies, consents, or authorizations either approve or disapprove the proposed transaction, or the transaction is approved or completed; (4) require the rollup soliciting material to be clear, concise, and understandable and summarize all effects of the proposed transaction, its risks, conflicts of interest, changes in voting rights and ownership interests, dissenters' rights, and any report received by the general partner that is prepared by an outside party and is materially related to the rollup transaction; and (5) give each shareholder at least 60 days to review the soliciting material. Authorizes the SEC to grant exemptions from these requirements.
Excludes transactions involving certain kinds of limited partnerships from the meaning of limited partnership rollup transaction.
Requires the rules of a national securities association to prevent association members from participating in any rollup transaction unless it protects specified rights of dissenting limited partners. Requires a national securities exchange to prohibit the listing of any security resulting from a rollup transaction, and the rules of a national securities association to prohibit the authorization for quotation on an association-sponsored automated interdealer quotation system of any security the SEC designates as a national market system security resulting from a rollup transaction, unless such dissenters' rights were provided for.
Provides that prior to the effective date of the regulations adopted pursuant to this Act, the SEC shall continue to review and declare effective registration statements and attendant amendments relating to limited partnership rollup transactions in accordance with the applicable regulations then in effect.