Bill > HB2889

This bill amends the West Virginia Code to create a new process for conducting fairness hearings related to securities exchanges, which will allow the Commissioner of Securities to review and approve certain transactions involving the exchange of securities, claims, or property interests. The bill defines "reorganization," "recapitalization," and "refinancing" to include various types of corporate restructuring activities, such as modifying security terms, exchanging securities, merging companies, or acquiring assets. Under the new provisions, corporations or limited liability companies can apply to the Commissioner for a fairness hearing when proposing to issue securities in exchange for outstanding securities, claims, or property interests. The applicant must submit a detailed application with supporting documents and pay a filing fee (not to exceed $500), and the Commissioner must hold a fairness hearing within 30 days of receiving a complete application. During the hearing, stakeholders have the right to appear and provide input, and the hearing can be conducted in person, by video conference, or by telephone. Within 10 business days after the hearing, the Commissioner must issue a statement of findings, either approving the transaction or indicating that approval will not be granted. If approved, the securities issued through this process will be exempt from standard registration requirements, and the Commissioner can invoice the applicant for the costs of conducting the hearing and preparing the findings.

Budget and Finance, Business and Industry

http://www.wvlegislature.gov/Bill_Status/Bills_history.cfm?input=2889&year=2025&sessiontype=RS&btype=bill