Code of Federal Regulations · Section
§ 240.15d-5 — d-5 Reporting By Successor Issuers
17 C.F.R. § 240.15d-5
(a) Where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of any issuer that is not required to file reports pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Act are issued to the holders of any class of securities of another issuer that is required to file such reports, the duty to file reports pursuant to such section shall be deemed to have been assumed by the issuer of the class of securities so issued. The successor issuer shall, after the consummation of the succession, file reports in accordance with section 15(d) of the Act (15 U.S.C. 78o(d)) and the rules and regulations thereunder, unless that issuer is exempt from filing such reports or the duty to file such reports is suspended under section 15(d) of the Act (15 U.S.C. 78o(d)).
(b) An issuer that is deemed to be a successor issuer according to paragraph (a) of this section shall file reports on the same forms as the predecessor issuer except as follows:
(1) An issuer that is not a foreign issuer shall not be eligible to file on Form 20-F (§ 240.220f of this chapter).
(2) A foreign private issuer shall be eligible to file on Form 20-F.
(c) The provisions of paragraph (a) of this section shall not apply to an issuer of securities in connection with a succession that was registered on Form F-8 (§ 239.38 of this chapter), Form F-10 (§ 239.40 of this chapter) or Form F-80 (§ 239.41 of this chapter).
Authorizing Statute
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Records and reports15 U.S.C. § 78q
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Registration of securities15 U.S.C. § 77f
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Registration and regulation of brokers and dealers15 U.S.C. § 78o
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Foreign securities exchanges15 U.S.C. § 78dd
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Information required in registration statement15 U.S.C. § 77g
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General provisions of a liquidation proceeding15 U.S.C. § 78fff
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Necessity for regulation15 U.S.C. § 78b
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Proxies15 U.S.C. § 78n
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Classes of securities under this subchapter15 U.S.C. § 77c
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Registration requirements for securities15 U.S.C. § 78l
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Executive compensation and corporate governance12 U.S.C. § 5221
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Findings and purposes12 U.S.C. § 5461
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Creation; membership; compensation and expenses12 U.S.C. § 241
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Short title15 U.S.C. § 78a
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Trading by members of exchanges, brokers, and dealers15 U.S.C. § 78k
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Manipulative and deceptive devices15 U.S.C. § 78j
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Operations of designated financial market utilities12 U.S.C. § 5465
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Definitions and application15 U.S.C. § 78c
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National securities exchanges15 U.S.C. § 78f
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Rules, regulations, and orders; annual reports15 U.S.C. § 78w
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Comprehensive energy plan15 U.S.C. § 781
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Transaction fees15 U.S.C. § 78ee
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Failure of corporate officers to certify financial reports18 U.S.C. § 1350