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This is missing a key provision that will exclude most start ups. Control of less than 50% voting stock by multiple minority owners. If two or more persons eac
by bayareasurfer 7y ago
This is missing a key provision that will exclude most start ups.
Control of less than 50% voting stock by multiple minority owners. If two or more
persons each owns or controls (or has the power to control) less than 50% of a
concern’s voting stock and (i) the minority holdings are all approximately equal in
size and (ii) all of the minority holdings taken together are large compared to any
other stock holdings, affiliation is presumed to exist with each of those persons. A
presumed affiliate may rebut the presumption by showing that it does not have
control or the power to control.
Example: Investor X, Investor Y, and Company A each own 23% of Company B.
No other stockholder owns more than 5% of Company B. All three persons will
be presumed to control Company B. Each presumed affiliate may attempt to
rebut the presumption by showing that its control or power to control does not
exist. If the presumption is not overcome, then Company A and Investors X and
Y will all be considered affiliates of Company B. In addition, all companies
controlled by Company A and Investors X and Y are affiliates of Company B.
https://www.sba.gov/sites/default/files/affiliation_discussion_0.pdf https://www.sba.gov/sites/default/files/affiliation_discussi...