75-76-255 - Requirements of publicly traded corporation owning or controlling licensed corporation, limited partnership or holding company.
§ 75-76-255. Requirements of publicly traded corporation owning or controlling licensed corporation, limited partnership or holding company.
(1) If a corporation or limited partnership applying for or holding a state gaming license is or becomes owned in whole or in part or controlled by a publicly traded corporation, such publicly traded corporation must:
(a) Maintain a ledger in the principal office of its subsidiary which is licensed to conduct gaming in this state which must:
(i) Reflect the ownership of record of each outstanding share of any class of equity security issued by the publicly traded corporation. The ledger may initially consist of a copy of its latest list of equity security holders and thereafter be maintained by adding a copy of such material it regularly receives from the transfer agent for its equity securities of any class which are outstanding.
(ii) Be available for inspection by the commission or the executive director and his employees at all reasonable times without notice.
(b) Register with the commission and provide the following information to the executive director:
(i) The organization, financial structure and nature of the business of the publicly traded corporation, including the names of all officers, directors and any employees actively and directly engaged in the administration or supervision of the activities of the corporate or limited partnership gaming licensee, and the names, addresses and number of shares held of record by holders of its equity securities.
(ii) The rights and privileges accorded the holders of different classes of its authorized equity securities.
(iii) The terms on which its equity securities are to be, and during the preceding three (3) years have been, offered by the corporation to the public or otherwise initially issued by it.
(iv) The terms and conditions of all its outstanding loans, mortgages, trust deeds, pledges or any other indebtedness or security device, directly relating to the gaming activities of the corporate or limited partnership gaming licensee.
(v) The extent of the equity security holdings of record in the publicly traded corporation of all officers, directors, underwriters and persons owning of record equity securities of any class of the publicly traded corporation, and any payment received by any such person from the publicly traded corporation for each of its three (3) preceding fiscal years for any reason whatsoever.
(vi) Remuneration exceeding Forty Thousand Dollars ($40,000.00) per annum to persons other than directors and officers who are actively and directly engaged in administration or supervision of the gaming activities of the corporate or limited partnership gaming licensee.
(vii) Bonus and profit-sharing arrangements of the publicly traded corporation directly or indirectly relating to the gaming activities of the corporate or limited partnership gaming licensee.
(viii) Management and service contracts of the publicly traded corporation directly or indirectly relating to the gaming activities of the corporate or limited partnership gaming licensee.
(ix) Options existing or from time to time created in respect of its equity securities.
(x) Balance sheets, certified by independent public accountants, for at least the three (3) preceding fiscal years, or if the publicly traded corporation has not been incorporated for a period of three (3) years, balance sheets from the time of its incorporation. These balance sheets may be those filed by it with or furnished by it to the Securities and Exchange Commission.
(xi) Profit and loss statements, certified by independent certified public accountants, for at least three (3) preceding fiscal years, or, if the publicly traded corporation has not been incorporated for a period of three (3) years, profit and loss statements from the time of its incorporation. These profit and loss statements may be those filed by it with or furnished by it to the Securities and Exchange Commission.
(xii) Any further information within the knowledge or control of the publicly traded corporation which either the commission or the executive director may deem necessary or appropriate for the protection of this state or licensed gambling, or both. The commission or the executive director may, in their discretion, make such investigation of the publicly traded corporation or any of its officers, directors, security holders or other persons associated therewith as they deem necessary.
(2) If the publicly traded corporation is a foreign corporation, it must also qualify to do business in this state.
(3) The commission may, at any time and from time to time, by general regulation or selectively, impose on any publicly traded corporation 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, § 129, eff from and after passage (approved June 29, 1990).