Page:United States Statutes at Large Volume 78.djvu/664

 622

PUBLIC LAW 88-503-AUG. 30, 1964

[78 STAT.

(8) any transaction effected with existing employees, partners, or directors of the issuer or any of its subsidiaries if no commission or other remuneration is paid or given, directly or indirectly, for soliciting any person in the District, (g) "Fraud", "deceit", and "defraud" shall not be limited to common law deceit. (h) "Guaranteed" means guaranteed as to payment of principal, interest, or dividends. (i) "Issuer" means any person who issues or proposes to issue any security, except that— (1) with respect to certificates of deposit, voting-trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions, or of the fixed, restricted management, or unit type, the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued; and (2) with respect to certificates of interest or participation in oil, gas, or mining titles or leases or in payments out of production under such titles or leases, there is not considered to be any "issuer". (j) Person" means an individual, a corporation, a partnership, an association, joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government. (k)(1) "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value. (2) "Offer" or "offer to sell" includes every attempt or offer to dispose of, or solicitation of any offer to buy, a security or interest in a security for value. (3) Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value. (4) A purported gift of assessable stock is considered to involve an offer and sale. (5) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security oi the same or another issuer, is considered to include an offer of the other security. (6) The terms defined in this subsection do n^ot include (A) any bona fide pledge or loan; (B) any stock dividend, whether the corporation distriDuting the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash or property or in stock; (C) any act incident to a class vote by stiockholders, pursuant to the certificate of incorporation or the applicable corporation statute, on a merger, consolidation, reclassification of securities, or sale of corporate assets in consideration of the issuance of securities of another corporation; or (D) any act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash. (1) "Security" means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participa-

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