2017 US Code
Title 15 - Commerce and Trade
Chapter 2D - Investment Companies and Advisers
Subchapter I - Investment Companies
Sec. 80a-23 - Closed-end companies
| 15 U.S.C. § 80a-23 (2017) |
| §80a–23. Closed-end companies |
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(a) Issuance of securities
No registered closed-end company shall issue any of its securities (1) for services; or (2) for property other than cash or securities (including securities of which such registered company is the issuer), except as a dividend or distribution to its security holders or in connection with a reorganization. (b) Sale of common stock at price below current net asset valueNo registered closed-end company shall sell any common stock of which it is the issuer at a price below the current net asset value of such stock, exclusive of any distributing commission or discount (which net asset value shall be determined as of a time within forty-eight hours, excluding Sundays and holidays, next preceding the time of such determination), except (1) in connection with an offering to the holders of one or more classes of its capital stock; (2) with the consent of a majority of its common stockholders; (3) upon conversion of a convertible security in accordance with its terms; (4) upon the exercise of any warrant outstanding on August 22, 1940, or issued in accordance with the provisions of section 80a–18(d) of this title; or (5) under such other circumstances as the Commission may permit by rules and regulations or orders for the protection of investors. (c) Purchase of securities of which it is issuer; exceptionsNo registered closed-end company shall purchase any securities of any class of which it is the issuer except— (1) on a securities exchange or such other open market as the Commission may designate by rules and regulations or orders: Provided, That if such securities are stock, such registered company shall, within the preceding six months, have informed stockholders of its intention to purchase stock of such class by letter or report addressed to stockholders of such class; or (2) pursuant to tenders, after reasonable opportunity to submit tenders given to all holders of securities of the class to be purchased; or (3) under such other circumstances as the Commission may permit by rules and regulations or orders for the protection of investors in order to insure that such purchases are made in a manner or on a basis which does not unfairly discriminate against any holders of the class or classes of securities to be purchased. |
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(Aug. 22, 1940, ch. 686, title I, §23, 54 Stat. 825.) |
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TRANSFER OF FUNCTIONS
For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. |
| United States Code, 2012 Edition, Supplement 5, Title 15 - COMMERCE AND TRADE |
| Bills and Statutes |
| United States Code |
| Y 1.2/5: |
| Title 15 - COMMERCE AND TRADE CHAPTER 2D - INVESTMENT COMPANIES AND ADVISERS SUBCHAPTER I - INVESTMENT COMPANIES Sec. 80a-23 - Closed-end companies |
| section 80a-23 |
| 2017 |
| January 12, 2018 |
| No |
| standard |
| 54 Stat. 825 64 Stat. 1265 |
