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Sample Statutory Definitions of Control Contract
language may take its inspiration from statutes. Here are some extracts of U.S. federal laws that define
“control” for various different purposes. 15
U.S.c. 78g(f)(2)(C) [relating to
margin loans for purchases of securities] (C)
The term “foreign person controlled by a United States
person” includes any noncorporate entity in which United States persons
directly or indirectly have more than a 50 per centum beneficial interest,
and any corporation in which one or more United States persons, directly or
indirectly, own stock possessing more than 50 per centum of the total combined
voting power of all classes of stock entitled to vote, or more than 50 per
centum of the total value of shares of all classes of stock. 50
USC 1701. Imputed liability of an
affiliate under ILSA Renewal Act and International
Emergency Economic Powers Act an
affiliate of the person referred to in paragraph (1) if that affiliate, with
actual knowledge, engaged in the activities referred to in paragraph (1) and if
that affiliate is controlled in fact by the person referred to in
paragraph (1). 15
USC 80-2 - Investment Company Act of 1940. (3)
“Affiliated person” of another person means (A)
any person directly or indirectly owning, controlling, or
holding with power to vote, 5 per centum or more of the outstanding voting
securities of such other person; (B)
any person 5 per centum or more of whose outstanding
voting securities are directly or indirectly owned, controlled, or held with
power to vote, by such other person; (C)
any person directly or indirectly controlling, controlled
by, or under common control with, such other person; (D)
any officer, director, partner, copartner, or employee of
such other person; (E)
if such other person is an investment company, any
investment adviser thereof or any member of an advisory board thereof; and (F)
if such other person is an unincorporated investment
company not having a board of directors, the depositor thereof. (9)
“Control” means the power to exercise a
controlling influence over the management or policies of a company, unless such
power is solely the result of an official position with such company. Any person who owns beneficially, either directly
or through one or more controlled companies, more than 25 per centum of the
voting securities of a company shall be presumed to control such company. Any
person who does not so own more than 25 per centum of the voting securities of
any company shall be presumed not to control such company. A natural person
shall be presumed not to be a controlled person within the meaning of this
subchapter. Any such presumption may be rebutted by evidence, but except as
hereinafter provided, shall continue until a determination to the contrary made
by the Commission by order either on its own motion or on application by an
interested person. If an application filed hereunder is not granted or denied by
the Commission within sixty days after filing thereof, the determination sought
by the application shall be deemed to have been temporarily granted pending
final determination of the Commission thereon. The Commission, upon its own
motion or upon application, may by order revoke or modify any order issued under
this paragraph whenever it shall find that the determination embraced in such
original order is no longer consistent with the facts. 15
USC 80-2(a)(12) (12)
“Investment company”, affiliated person, and
“insurance company” have the same meanings as in the Investment Company Act
of 1940 [15
U.S.C. 80a–1
et seq.]. “Control”
means the power to exercise a controlling influence over the management or
policies of a company, unless such power is solely the result of an official
position with such company. 12
USC 1467a. [Bank holding companies] (2)
Control
For purposes of this section, a person shall be deemed to
have control
of— (A)
a savings association if the person directly or indirectly
or acting in concert with one or more other persons, or through one or more
subsidiaries, owns, controls, or
holds with power to vote, or holds proxies representing, more than 25 percent of
the voting shares of such savings association, or controls
in any manner the election of a majority of the directors of such association; (B)
any other company if the person directly or indirectly or
acting in concert with one or more other persons, or through one or more
subsidiaries, owns, controls, or holds with
power to vote, or holds proxies representing, more than 25 percent of the voting
shares or rights of such other company, or controls
in any manner the election or appointment of a majority of the directors or
trustees of such other company, or is a general partner in or has contributed
more than 25 percent of the capital of such other company; (C)
a trust if the person is a trustee thereof; or (D)
a savings association or any other company if the Director
determines, after reasonable notice and opportunity for hearing, that such
person directly or indirectly exercises a controlling
influence over the management or policies of such association or other company. 26
USC 304(c) = Redemptoin of stock through the use of related companies (tax law) (c)
Control
For purposes of this section, control
means the ownership of stock possessing at least 50 percent of the
total combined voting power of all classes of stock
entitled to vote, or at least 50 percent of the total value of shares of all
classes of stock.
If a person (or persons) is in control (within the meaning of the
preceding sentence) of a corporation which in turn owns at least 50 percent of
the total combined voting power of all stock entitled to vote of another
corporation, or owns at least 50 percent of the total value of the shares of all
classes of stock of another corporation, then such person
(or persons) shall be treated as in control of such other corporation. Taxation of unrealated
business taxable income of non-profits, 26 USC 512 (D)
Definition of control.— For
purposes of this paragraph— (i)
Control.—
The term “control”
means— (I)
in the case of a corporation, ownership (by vote or value)
of more than 50 percent of the stock
in such corporation, (II)
in the case of a partnership, ownership of more than 50
percent of the profits interests or capital interests in such partnership, or (III)
in any other case, ownership of more than 50 percent of
the beneficial interests in the entity. Definition
of “holding company” for purposes of Public Utility Holding Company Act
(requires an administrative determination in the public interest) (A)
any company which directly or indirectly owns, controls,
or holds with power to vote, 10 per centum or more of the outstanding voting
securities of a public-utility company or of a company which is a holding
company by virtue of this clause or clause (B) of this paragraph, unless the
Commission, as hereinafter provided, by order declares such company not to be a
holding company; and (B)
any person which the Commission determines, after notice
and opportunity for hearing, directly or indirectly to exercise (either alone or
pursuant to an arrangement or understanding with one or more other persons) such
a controlling influence
over the management or policies of any public-utility or holding company as to
make it necessary or appropriate in the public interest or for the protection of
investors or consumers that such person be subject to the obligations, duties,
and liabilities imposed in this chapter upon holding companies. The Commission, upon application, shall by order declare that
a company is not a holding company under clause (A) of this paragraph if the
Commission finds that the applicant (i) does not, either alone or pursuant to an
arrangement or understanding with one or more other persons, directly or
indirectly control a public-utility or holding company
either through one or more intermediary persons or by any means or device
whatsoever, (ii) is not an intermediary company through which such control
is exercised, and (iii) does not, directly or indirectly, exercise (either alone
or pursuant to an arrangement or understanding with one or more other persons)
such a controlling
influence over the management or policies of any public-utility or holding
company as to make it necessary or appropriate in the public interest or for the
protection of investors or consumers that the applicant be subject to the
obligations, duties, and liabilities imposed in this chapter upon holding
companies. The filing of an application hereunder in good faith by a company
other than a registered holding company shall exempt the applicant from any
obligation, duty, or liability imposed in this chapter upon the applicant as a
holding company, until the Commission has acted upon such application. Within a
reasonable time after the receipt of any application hereunder, the Commission
shall enter an order granting, or, after notice and opportunity for hearing,
denying or otherwise disposing of, such application. As a condition to the entry
of any order granting such application and as a part of any such order, the
Commission may require the applicant to apply periodically for a renewal of such
order and to do or refrain from doing such acts or things, in respect of
exercise of voting rights, control over proxies, designation
of officers and directors, existence of interlocking officers, directors and
other relationships, and submission of periodic or special reports regarding
affiliations or intercorporate relationships of the applicant, as the Commission
may find necessary or appropriate to ensure that in the case of the applicant
the conditions specified in clauses (i), (ii), and (iii) of this paragraph are
satisfied during the period for which such order is effective. The Commission,
upon its own motion or upon application of the company affected, shall revoke
the order declaring such company not to be a holding company whenever in its
judgment any condition specified in clauses (i), (ii), or (iii) of this
paragraph is not satisfied in the case of such company, or modify the terms of
such order whenever in its judgment such modification is necessary to ensure
that in the case of such company the conditions specified in clauses (i), (ii),
and (iii) of this paragraph are satisfied during the period for which such order
is effective. Any action of the Commission under the preceding sentence shall be
by order. Further reading
Change
of Control: “Going Private” Transactions
by a Publicly Trade Outsourcing Service Provider |
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