The bill amends the Code of West Virginia to introduce a new section, 32-4-402a, which authorizes the Commissioner of Securities or their designee to conduct fairness hearings for transactions involving the exchange of securities for outstanding securities, claims, or property interests, or partly for cash. This new provision allows the commissioner to determine the fairness of the exchange conditions and provides an exemption from registration and filing requirements for securities issued under approved plans. The bill outlines the application process for fairness hearings, including deadlines, notice requirements, and the authority for the commissioner to establish rules and recover costs associated with the hearings.

Additionally, the bill specifies the definitions of "reorganization," "recapitalization," and "refinancing," and details the procedures for conducting fairness hearings, including the rights of interested parties to appear and the requirement for notice to be given prior to the hearing. The commissioner must issue findings within ten business days after the hearing, and securities issued in accordance with an approved plan will be exempt from registration requirements. Overall, this legislation aims to streamline the process for corporations and limited liability companies seeking to issue securities in specific financial transactions while ensuring fairness and transparency.

Statutes affected:
Introduced Version: 32-4-402a
Committee Substitute: 32-4-402, 32-4-402a, 32-3-301
Committee Substitute for the Committee Substitute: 32-4-402, 32-4-402a, 32-3-301
Engrossed Committee Substitute for the Committee Substitute: 32-4-402, 32-4-402a, 32-3-301
Enrolled Version: 32-4-402a