1. (1) If substantially all of the assets held under a voting trust or deposit agreement immediately after the deposit of a security under the voting trust or deposit agreement or immediately prior to the withdrawal of a security under the voting trust or deposit agreement consisted of equity securities of the same class as the security deposited or withdrawn, the following transactions are exempt from ORS 732.435:

   1. (a) The acquisition or disposition of an equity security involved in the deposit of the security under the voting trust or deposit agreement, and the acquisition or disposition of the certificate representing the equity security; and
   2. (b) The acquisition or disposition of an equity security involved in the withdrawal of an equity security from the voting trust or deposit agreement, and the acquisition or disposition of the certificate representing the equity security.

2. (2) Unless a purchase or sale of an equity security described in this section is included in a transaction involved in a deposit or withdrawal that is exempt either under section (1) of this rule or under another provision of OAR 836-024-0100 to 836-024-0220 that implements ORS 732.435, the exemption in section (1) of this rule does not apply to the extent that the purchase or sale has occurred within a period of less than six months before or after a transaction described in section (1) of this rule, including the date of the transaction itself. This section applies to the following:

   1. (a) A purchase of an equity security of the class deposited and a sale of any certificate representing an equity security of such class; or
   2. (b) A sale of an equity security of the class deposited and a purchase of any certificate representing an equity security of the class.

Statutory/Other Authority

ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455

Statutes/Other Implemented

ORS 732.420 - 732.455

History

ID 16-2006, f. & cert. ef. 8-7-06