The bill amends the Code of West Virginia to authorize the Commissioner of the State Auditor, 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. It establishes a new section, 32-4-402a, which outlines the definitions of "reorganization," "recapitalization," and "refinancing," and sets forth the procedures for applying for a fairness hearing. The bill specifies that the Commissioner must approve the terms and conditions of the exchange at a hearing, and it provides an exemption from registration requirements for securities issued in accordance with an approved plan.

Additionally, the bill details the application process for fairness hearings, including timelines for the Commissioner to set hearings and issue decisions, notice requirements for affected parties, and caps on filing and hearing fees. It allows hearings to be conducted via various modes, such as telephone or video conference, and mandates that the Commissioner issue a statement of findings within ten business days after the hearing. The costs associated with conducting the hearing may be invoiced to the applicant, with a maximum limit set at $5,000.

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