Kwick kwestshuns for Integral:
Corporation A acquires 70 percent of the common stock of Corporation B and 100 percent of the preferred stock that has voting control of Corporation B. Twelve months and a day later, Corporation A (presumably an affiliate or Corporation B based on both control and percentage of share ownership?) wants to monetize their share holdings in Corporation B (a non-reporting corp which remains current in its OTCMarkets information).
1) If Corp A sells any of its shares in Corp B in a private transaction, there is no tacking as Corp A is an affiliate at the time of transfer (even though Corp A's 12 month holding period has been fulfilled) - correct? The purchaser would have to wait another 12 months (assume a non-reporting corp) si o no?
2) After 12 months, Corp A can sell its common shares of Corp B into the market under Rule 144, but it is subject to the volume restrictions as long as it has (a) voting control over Corp B or (b) 10 percent or more ownership of Corp B common stock - correct?
3) Are volume restrictions based upon each class of stock or total voting capacity of the shares held (e.g., the 10% is based on votes or voting shares?) such that Corp A may at some point own less than 10 percent of common, butt by virtue of holding preferred shares still be subject to the volume restrictions for sales of common shares?
Thanks en ante.
