TITLE 7. BANKING AND SECURITIES

PART 7. STATE SECURITIES BOARD

CHAPTER 107. TERMINOLOGY
7 TAC §107.2

The Texas State Securities Board adopts an amendment to §107.2, concerning Definitions, without changes to the proposed text as published in the November 14, 2014, issue of the Texas Register (39 TexReg 8824).

The amendment changes the definition of Form D to include both paper filings as well as electronic filings made through the EFD System, which was deployed in December 2014. The filing of Form D in Texas is time-sensitive. To allow for a smooth transition by issuers, the Securities Commissioner will initially be waiving the requirement in the Board rules that mandates Form D filings be made electronically through the EFD System for issuers that opt to make paper filings during the transition period.

Information submitted through the EFD System in connection with a Regulation D offering filed in Texas will be recognized as a Form D filing made with the Securities Commissioner.

No comments were received regarding adoption of the amendment.

The amendment is adopted under Texas Civil Statutes, Articles 581-5.T and 581-28-1. Section 5.T provides that the Board may prescribe new exemptions by rule. Section 28-1 provides the Board with the authority to adopt rules and regulations necessary to carry out and implement the provisions of the Texas Securities Act, including rules and regulations governing registration statements and applications; defining terms; classifying securities, persons, and matters within its jurisdiction; and prescribing different requirements for different classes.

The adopted amendment affects Texas Civil Statutes, Articles 581-5 and 581-7.

The agency certifies that legal counsel has reviewed the adoption and found it to be a valid exercise of the agency's legal authority.

Filed with the Office of the Secretary of State on January 27, 2015.

TRD-201500199

John Morgan

Securities Commissioner

State Securities Board

Effective date: February 16, 2015

Proposal publication date: November 14, 2014

For further information, please call: (512) 305-8301

CHAPTER 139. EXEMPTIONS BY RULE OR ORDER
7 TAC §139.27

The Texas State Securities Board adopts new §139.27, concerning Mergers and Acquisitions Dealer Exemption, without changes to the proposed text as published in the November 14, 2014, issue of the Texas Register (39 TexReg 8827).

The new rule adds an exemption from the registration requirements for dealers that meet certain criteria. The criteria are based on a no-action letter issued by the SEC Division of Trading and Markets. The exemption deviates from the SEC letter by providing more comprehensive bad person disqualifications, requiring the mergers and acquisitions ("M&A") dealer to maintain certain records, requiring those records to be furnished to the Commissioner on request, and providing for the loss of the exemption if the M&A dealer fails to maintain and provide records.

The state exemption for M&A dealers closely corresponds with the federal guidance.

No comments were received regarding adoption of the new rule.

The new rule is adopted under Texas Civil Statutes, Articles 581-12.C and 581-28-1. Section 12.C provides the Board with the authority to prescribe new dealer, agent, investment adviser, or investment adviser representative registration exemptions by rule. Section 28-1 provides the Board with the authority to adopt rules and regulations necessary to carry out and implement the provisions of the Texas Securities Act, including rules and regulations governing registration statements and applications; defining terms; classifying securities, persons, and matters within its jurisdiction; and prescribing different requirements for different classes.

The new rule affects Texas Civil Statutes, Articles 581-7, 581-12, 581-13, 581-14, 581-15, and 581-18.

The agency certifies that legal counsel has reviewed the adoption and found it to be a valid exercise of the agency's legal authority.

Filed with the Office of the Secretary of State on January 27, 2015.

TRD-201500198

John Morgan

Securities Commissioner

State Securities Board

Effective date: February 16, 2015

Proposal publication date: November 14, 2014

For further information, please call: (512) 305-8301