[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR230.141]

[Page 468-469]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K--Table of Contents
 
       Subpart 229.1000--Mergers and Acquisitions (Regulation M-A)
 
Sec. 230.141  Definition of ``commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commissions'' in           section 2(11), for certain transactions.

    (a) The term commission in section 2(11) of the Act shall include 
such remuneration, commonly known as a spread, as may be received by a 
distributor or dealer as a consequence of reselling securities bought 
from an underwriter or dealer at a price below the offering price of 
such securities, where such resales afford the distributor or dealer a 
margin of profit not in excess of what is usual and customary in such 
transactions.
    (b) The term commission from an underwriter or dealer in section 
2(11) of the Act shall include commissions paid by an underwriter or 
dealer directly or indirectly controlling or controlled by, or under 
direct or indirect common control with the issuer.
    (c) The term usual and customary distributors' or sellers' 
commission in section 2(11) of the Act shall mean a commission or 
remuneration, commonly known as a spread, paid to or received by any 
person selling securities either for his own account or for the account 
of others, which is not in excess of the amount usual and customary in 
the distribution and sale of issues of similar type and size; and not in 
excess of the amount allowed to other persons, if

[[Page 469]]

any, for comparable service in the distribution of the particular issue; 
but such term shall not include amounts paid to any person whose 
function is the management of the distribution of all or a substantial 
part of the particular issue, or who performs the functions normally 
performed by an underwriter or underwriting syndicate.

[2 FR 1075, May 26, 1937]