75-76-235 - Requirements of holding companies and intermediary companies having subsidiary with gaming license; investigations; findings of unsuitability; certificate evidencing security in company to
§ 75-76-235. Requirements of holding companies and intermediary companies having subsidiary with gaming license; investigations; findings of unsuitability; certificate evidencing security in company to bear statement of restrictions; approval required for public offering of securities; additional requirements.
(1) If the corporation applying for or holding a license is or becomes a subsidiary, each holding company and each intermediary company with respect thereto must:
(a) Qualify to do business in the State of Mississippi.
(b) If it is a corporation, register with the commission and furnish the executive director:
(i) A complete list of all stockholders when it first registers, and annually thereafter, within thirty (30) days after the annual meeting of the stockholders of the corporation, showing the number of shares held by each;
(ii) The names of all corporate officers within thirty (30) days of their appointment; and
(iii) The names of all members of the directors within thirty (30) days of their election.
(c) If it is a firm, partnership, trust or other form of business organization, it must register with the commission and furnish the executive director such analogous information as the executive director may prescribe.
(2) The commission or the executive director may, in their discretion, make such investigations concerning the officers, directors, underwriters, security holders, partners, principals, trustees or direct or beneficial owners of any interest in any holding company or intermediary company as it deems necessary, either at the time of initial registration or at any time thereafter.
(3) If at any time the commission finds that any person owning, controlling or holding with power to vote all or any part of any class of security of, or any interest in, any holding company or intermediary company is unsuitable to be connected with a licensed gaming enterprise, it shall so notify such unsuitable person, the holding company or intermediary company, or both. Such unsuitable person shall immediately offer such security to the issuing corporation, or such interest to the firm, partnership, trust or other business organization, for purchase. The corporation shall purchase the security so offered, or the firm, partnership, trust or other business organization shall purchase the interest so offered, for cash at fair market value within ten (10) days after the date of the offer.
(4) Beginning upon the date when the commission serves notice of a determination of unsuitability pursuant to subsection (3), it is unlawful for the unsuitable person:
(a) To receive any dividend or interest upon any such securities, or any dividend, payment or distribution of any kind from any holding company or intermediary company;
(b) To exercise, directly or indirectly or through any proxy, trustee or nominee, any voting right conferred by such securities or interest; or
(c) To receive any remuneration in any form from the corporation gaming licensee, or from any holding company or intermediary company with respect thereto, for services rendered or otherwise.
(5) Every security issued by a holding company or intermediary company which directly or indirectly:
(a) Owns;
(b) Has the power or right to control; or
(c) Holds with power to vote
all or any part of the outstanding equity securities of a corporate gaming licensee shall bear a statement, on both sides of the certificate evidencing such security, of the restrictions imposed by this section.
(6) A holding company or intermediary company subject to subsection (1) shall not make any public offering of any of its securities unless such public offering has been approved by the commission.
(7) The commission may, at any time and from time to time, by general regulation or selectively, impose on any holding company or intermediary company any requirement not inconsistent with law which it may deem necessary in the public interest. Without limiting the generality of the preceding sentence, any such requirement may deal with the same subject matter as, but be more stringent than, the requirements imposed by Sections 75-76-199, through 75-76-265, inclusive.
Sources: Laws, 1990 Ex Sess, ch. 45, § 119, eff from and after passage (approved June 29, 1990).