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edminnema

10/20/22 5:59 AM

#5672 RE: edminnema #5671

Let’s start with the definition. A Shell Company as defined in Rule 405 of the Securities Act is a company that has:

No or nominal operations; and
No or nominal assets
Assets consisting solely of cash and cash equivalents; or
Assets consisting of any amount of cash and cash equivalents and nominal other assets.
This definition is not 100% quantifiable but it does provide a benchmark for risk processes. Additionally, reporting issuers must disclose if they fall within the definition set in Rule 405, but enforcement cases show issuers sometimes skirt the issue.