Page:United States Statutes at Large Volume 107 Part 3.djvu/422

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107 STAT. 2360 PUBLIC LAW 103-202—DEC. 17, 1993 fraudulent, deceptive, or manipulative acts or practices under this title; and "(ii) any holder of not less than 5 percent of the outstanding securities that are the subject of the proposed limited partnership roUup transaction who engages in the business of buying and selling limited partnership interests in the secondary market shall be required to disclose such ownership interests and any potential conflicts of interests in such preliminary communications; "(B) require the issuer to provide to holders of the securities that are the subject of the limited partnership roUup transaction such list of the holders of the issuer s securities as the Commission may determine in such form and subject to such terms and conditions as the Commission may specify; "(C) prohibit compensating any person soliciting proxies, consents, or authorizations directly from security holders concerning such a limited partnership roUup transaction— "(i) on the basis of whether the solicited proxy, consent, or authorization either approves or disapproves the proposed limited partnership roUup transaction; or "(ii) contingent on the approval, disapproval, or completion of the limited partnership rollup transaction; "(D) set forth disclosure requirements for soliciting material distributed in connection with a limited partnership rollup transaction, including requirements for clear, concise, and comprehensible disclosure with respect to— "(i) any changes in the business plan, voting rights, form of ownership interest, or the compensation of the general partner in the proposed limited partnership rollup transaction from each of the original limited partnerships; "(ii) the conflicts of interest, if any, of the general partner; "(iii) whether it is expected that there will be a significant difference between the exchange values of the limited partnerships and the trading price of the securities to be issued in the limited partnership rollup transaction; "(iv) the valuation of the limited partnerships and the method used to determine the value of the interests of the limited partners to be exchanged for the securities in the limited partnership rollup transaction; "(v) the differing risks and effects of the limited partnership rollup transaction for investors in different limited partnerships proposed to be included, and the risks and effects of completing the limited partnership rollup transaction with less than all limited partnerships; "(vi) the statement by the general partner required under subparagraph (E); "(vii) such other matters deemed necessary or appropriate by the Commission;