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Code of Federal Regulations (Last Updated: July 5, 2024) |
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Title 17 - Commodity and Securities Exchanges |
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Chapter II - Securities and Exchange Commission |
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Part 228 - [Reserved] |
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Subpart A - Regulation S-B |
§ 228.401 - (Item 401) Directors, Executive Officers, Promoters and Control Persons.
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(a)
Identify directors and executive officers. (1) List the names and ages of all directors and executive officers and all persons nominated or chosen to become such;(2) List the positions and offices that each such person held with the small business issuer;
(3) Give the person's term of office as a director and the period during which the person has served;
(4) Briefly describe the person's business experience during the past five years; and
(5) If a director, identify other directorships held in reporting companies naming each company.
(b)
Identify Significant Employees. Give the information specified in paragraph (a) of this Item for each person who is not an executive officer but who is expected by the small business issuer tomake a significant contribution to the business. (c)
Family relationships. Describe any family relationships among directors, executive officers, or persons nominated or chosen by the small business issuer to become directors or executive officers.(d)
Involvement in certain legal proceedings. Describe any of the following events that occurred during the past five years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director, executive officer, promoter or control person of the small business issuer:(1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
(2) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
(4) Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.