1. A. A disclaimer of affiliation or a request for termination of registration claiming that a person does not, or will not upon the taking of some proposed action, control any other person (hereinafter referred to as the "subject") shall contain the following information:

   1. 1. The number of authorized, issued and outstanding voting securities of the subject;
   2. 2. With respect to the person whose control is denied and all affiliates of such person, the number and percentage of shares of the subject's voting securities which are held of record or known to be beneficially owned, and the number of such shares concerning which there is a right to acquire, directly or indirectly; and also information as to all transactions in any securities of the subject which were effected during the past six months by such persons;
   3. 3. All material relationships and bases for affiliation, including a description of all contracts and agreements, between the subject and the person whose control is denied and all affiliates of such person; and
   4. 4. A statement explaining why such person should not be considered to control the subject.

2. B. A request for termination of registration under § 38.2-1329 of the Act for lack of affiliation shall be deemed to have been granted unless the commission, within 30 days after receipt of the request and any additional information required by the commission, notifies the registrant otherwise. Thereafter, the subject shall be relieved of any registering or reporting requirements under § 38.2-1329 of the Act that may arise out of the subject's relationship with the person, unless and until the commission disallows the disclaimer.

   1. 1. The commission shall disallow the disclaimer only after giving all interested parties notice and opportunity to be heard.
   2. 2. Any disallowance shall be supported by specific findings of fact.

Statutory Authority

§§ 12.1-13 and 38.2-223 of the Code of Virginia.

Historical Notes

Derived from Regulation 14, Case No. 20159, § 7, eff. January 1, 1980; amended, Case No. INS940114, Virginia Register Volume 11, Issue 7, eff. January 1, 1995; Volume 26, Issue 2, eff. September 30, 2009.