Replies to post #9178 on RemSleep Holdings Inc (RMSL)

[alansnowcross2]

In a "spin-off," a parent company distributes shares of a subsidiary to the parent company's shareholders. 2. Even though companies do not have to request the Division's views on a proposed spin-off, many companies do. We will respond when a company asks for our views on novel or unusual issues in a proposed spin-off. 3. What Are the Basic Concerns About Spin-Offs Does the Subsidiary Have to Register the Spin-Off Under the Securities Act The spin-off must be pro rata When the spin-off is pro rata, the parent shareholders have the same proportionate interest in the parent and the subsidiary both before and after the spin-off. Ordinarily, Securities Act registration would be required if a spin-off is not pro rata. 3. Accordingly, the parent must determine whether there is a valid business purpose for the spin-off. 5. Does Securities Act Rule 145 Require the Subsidiary To Register A Spin-Off Further, spin-offs may include the transfer of assets to the subsidiary.
Section: Staff Interpretations | Size: 24 kb | Type: txt | Date: September 17, 1997
http://www.sec.gov/interps/legal/slbcf4.txt