Page:United States Statutes at Large Volume 107 Part 3.djvu/425

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PUBLIC LAW 103-202—DEC. 17, 1993 107 STAT. 2363 terms of the preexisting limited partnership agreements for securities in an operating company specifically identii* fied at the time of the formation of the original limited partnership; "(C) a transaction in which the securities to be issued or exchanged are not required to be and are not registered under the Securities Act of 1933; "(D) a transaction that involves only issuers that are not required to register or report under section 12, both ii before and after the transaction; "(E) a transaction, except as the Commission may otherwise provide by rule for the protection of investors, involving the combination or reorganization of one or more limited partnerships in which a non-affiliated party succeeds to the interests of a general partner or sponsor, if— "(i) such action is approved by not less than 66% percent of the outstanding units of each of the participating limited partnerships; and "(ii) as a result of the transaction, the existing general partners will receive only compensation to which they are entitled as expressly provided for in the preexisting limited partnership agreements; or "(F) a transaction, except as the Commission may otherwise provide by rule for the protection of investors, in which the securities offered to investors are securities of another entity that are reported under a transaction reporting plan declared effective before the date of enactment of this subsection by the Commission under section llA, if— "(i) such other entity was formed, and such class of securities was reported and regularly traded, not less than 12 months before the date on which soliciting material is mailed to investors; and "(ii) the securities of that entity issued to investors in the transaction do not exceed 20 percent of the total outstanding securities of the entity, exclusive of any securities of such class held by or for the account of the entity or a subsidiary of the entity.". (b) SCHEDULE FOR REGULATIONS.—The Securities and Exchange Effective date. Commission shall conduct rulemaking proceedings and prescribe ^otY^^^*^ final regulations under the Securities Act of 1933 and the Securities Exchange Act of 1934 to implement the requirements of section 14(h) of the Securities Exchange Act of 1934, as amended by subsection (a), and such regulations shall become effective not later than 12 months after the date of enactment of this Act. (c) EVALUATION OF FAIRNESS OPINION PREPARATION, DISCLO- isuscTSn SURE, AND USE. — ^°^^- (1) EVALUATION REQUIRED.—The Comptroller General of the United States shall, within 18 months after the date of enactment of this Act, conduct a study of— (A) the use of fairness opinions in limited partnership roUup transactions; (B) the standards which preparers use in making determinations of faimess; (C) the scope of review, quality of analysis, qualifications and methods of selection of preparers, costs of