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103rd Congress > House > Vote 45
Clerk session vote number: 47
Sponsor: MARKEY, Edward John (D-MA)
Description: LIMITED PARTNERSHIP ROLLUP REFORM ACT
Bill summary: 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 (including the use of an independent committee to protect the interests of limited partners, when determined necessary by the association). Requires a national securities exchange to prohibit the listing of any security resulting from a rollup transaction, and 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.
Bill titles: To amend the Securities Exchange Act of 1934 to protect investors in limited partnerships in rollup transactions, and for other purposes.
Links for more info on the vote: congress.gov
