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Date
Rule
801.1(f)
Staff
Michael Verne
Response/Comments
Its fairly unusual for a non-profit corporation to have voting securities, but I have seen it a few times. I think Michigan allows you to form one as either a stock or non-stock corporation. If the membership interests entitle the holder to vote for the election of directors, then it would be treated as a voting securities acquisition.

Question

From:(redacted)

Sent:Tuesday, September 26, 2006 4:17 PM

To:Verne, B. Michael

In atransaction in which the Buyer is acquiring all of the equity membershipinterests in a not for profit corporation, through a merger, is that treated asa voting security acquisition? These interests do entitle the holder to votefor the election of directors so I assume it should be treated in this way

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