Limited Partnership Rollup Reform Act of 1993

1/20/2023, 1:00 AM

Congressional Summary of HR 617

Limited Partnership Rollup Reform Act of 1993 - Amends the Securities Exchange Act of 1934 to revise proxy solicitation rules with respect to limited partnership rollup transactions (in which general partners combine several limited partnerships into one unit that trades on a stock exchange or a single limited partnership is reorganized so that some or all of the investors receive new securities or securities in another entity).

Requires the Securities and Exchange Commission (SEC) to prescribe proxy rules to: (1) permit dissenting shareholders in a proposed rollup to contact, without filing soliciting material with the SEC, other limited partners before the transaction date in order to determine whether to solicit proxies, consents, or authorizations in opposition to the proposed transaction; (2) require the issuer to provide a shareholder (limited partner) with a list of all limited and general partners involved in the proposed rollup; (3) prohibit the direct or indirect payment of any person providing solicitation services (a broker-dealer) on the basis of whether the solicited proxies, consents, or authorizations either approve or disapprove the proposed transaction, or the transaction is approved or completed; (4) require the rollup soliciting material to be clear, concise, and understandable and summarize all effects of the proposed transaction, its risks, conflicts of interest, changes in voting rights and ownership interests, dissenters' rights, and other pertinent information; (5) provide that the soliciting material contain an opinion by an outside person on the fairness of the proposed transaction to shareholders; and (6) give each shareholder at least 60 days to review the soliciting material. Authorizes the SEC to grant exemptions from these requirements.

Excludes transactions involving certain kinds of limited partnerships from the meaning of limited partnership rollup transaction.

Requires the rules of a national securities association to prevent association members from participating in any rollup transaction unless it protects specified rights of dissenting limited partners. Requires: (1) a national securities exchange to prohibit the listing of any security resulting from a rollup transaction; and (2) the rules of a national securities association to prohibit the authorization for quotation on an association-sponsored automated interdealer quotation system of any security the SEC designates as a national market system security resulting from a rollup transaction, unless such dissenters' rights were provided for.

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Current Status of Bill HR 617

Bill HR 617 is currently in the status of Bill Introduced since January 26, 1993. Bill HR 617 was introduced during Congress 103 and was introduced to the House on January 26, 1993.  Bill HR 617's most recent activity was Received in the Senate and read twice and referred to the Committee on Banking. as of March 3, 1993

Bipartisan Support of Bill HR 617

Total Number of Sponsors
1
Democrat Sponsors
1
Republican Sponsors
0
Unaffiliated Sponsors
0
Total Number of Cosponsors
8
Democrat Cosponsors
7
Republican Cosponsors
1
Unaffiliated Cosponsors
0

Policy Area and Potential Impact of Bill HR 617

Primary Policy Focus

Finance and Financial Sector

Potential Impact Areas

Administrative procedureBrokersConflict of interestsCorporate reorganizationsIndependent regulatory commissionsInformation disclosure (Securities law)Investment analysisInvestorsLimited partnershipsPartnershipsSecuritiesSecurities and Exchange CommissionSecurities regulationStock exchangesStockholdersStockholders' votingTender offers

Alternate Title(s) of Bill HR 617

Limited Partnership Rollup Reform Act of 1993To amend the Securities Exchange Act of 1934 to protect investors in limited partnerships in rollup transactions, and for other purposes.Limited Partnership Rollup Reform Act of 1993Limited Partnership Rollup Reform Act of 1993
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