Securities Act; sale of business doctrine. (SB1220)

Introduced By

Sen. Mark Obenshain (R-Harrisonburg)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


Securities Act; sale of business doctrine. Exempts transfers of securities in connection with a sale of business transaction from the provision of the Securities Act that imposes civil liability on sellers of certain securities. The measure provides that a "security" does not include an instrument representing an ownership interest in an entity when all of, or a controlling interest in, the entity is transferred in a sale of business transaction, regardless of whether the interest bears the characteristics typically associated with stock or other securities. A sale of business transaction is defined as a transfer of all of, or a controlling interest in, the ownership interests of an entity incident to the sale of a commercial venture to a purchaser who will manage or direct the management of the commercial venture and who does not acquire the commercial venture's ownership interests primarily as an investment in a common venture premised on a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others. Read the Bill »


Bill Has Failed


01/13/2009Prefiled and ordered printed; offered 01/14/09 090132288
01/13/2009Referred to Committee on Commerce and Labor
01/21/2009Impact statement from SCC (SB1220)
01/26/2009Passed by indefinitely in Commerce and Labor (11-Y 0-N) (see vote tally)