Limited Partnership Rollup Reform Act of 1991

Summary

Limited Partnership Rollup Reform Act of 1991 - Amends the Securities and Exchange Act of 1934 to revise proxy solicitation rules with respect to partnership rollup transactions (in which general partners combine several limited partnerships into one unit that trades on a stock exchange). Requires any proxy rules prescribed by the Securities Exchange Commission (SEC) to: (1) permit dissenting shareholders in a proposed rollup to contact other limited partners before the transaction date without first having to file a written proxy statement with the SEC; (2) prohibit any general partner from paying directly or indirectly any person providing solicitation services (a broker-dealer) if the rate of compensation for soliciting approval is higher than the rate for soliciting disapproval, or the compensation is contingent on the transaction's approval or completion; (3) provide that the SEC will issue a cease and desist order suspending a rollup if the general partner proposing it fails to timely provide, upon request, to a shareholder (limited partner) a list of all limited and general partners involved in the proposed rollup; (4) require the rollup prospectus to be clear, concise, and understandable and summarize all effects of the proposed transaction, conflicts of interest, changes in voting rights and ownership interests, dissenters' rights, and other pertinent information; (5) require that each prospectus be accompanied by an independent opinion on the rollup's fairness; and (6) give each shareholder at least 60 days to review the prospectus. Requires the rules of a national securities association to prevent association members from participating in any rollup transaction unless it protects certain dissenters' rights, including: (1) the right to an appraisal and compensation, or to retain a security under the same terms as the original issue; (2) the right not to have dissenters' voting power unfairly reduced or abridged; (3) the right not to bear the costs of a rejected rollup; and (4) restrictions on the conversion of management profit-sharing interests and incentive fees into asset-based management fees. Requires a national securities exchange to prohibit the listing of any security resulting from a rollup transaction unless it provided for such dissenters' rights. Requires SEC rules to prohibit any national market system from trading any security resulting from a rollup transaction unless it provided for such dissenters' rights.

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Documents

7 official files

• Reported in House (text)

  Reported in House · EN

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• Referred in Senate (text)

  Referred in Senate · EN

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• Introduced in House (text)

  Introduced in House · EN

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• Engrossed in House (text)

  Engrossed in House · EN

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• Passed House amended

  summary · EN · 5 November 1991

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• Reported to House with amendment(s)

  summary · EN · 16 October 1991

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• Introduced in House

  summary · EN · 17 April 1991

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