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Sept. 21, 2011


In a "spin-off," a parent company distributes shares of a subsidiary to the parent company's shareholders so that the subsidiary becomes a separate, independent company. The shares are usually distributed on a pro rata basis. State law and the rules of the stock exchanges determine whether a company must seek shareholder approval for a spin-off.

The spin-off company does not have to register the shares of the spin-off under the Securities Act of 1933 if it meets certain conditions. One of the conditions requires the parent company to provide adequate information about the spin-off to its shareholders and the trading markets.

When registration is required, however, the spin-off company must file a registration statement with the SEC. In these situations, the SEC's Division of Corporation Finance may examine the registration statement to determine whether it complies with our disclosure requirements. Please note, however, the SEC does not evaluate the merits of the spin-off, nor does the SEC determine if the securities offered are "good" investments. You can find a company's registration statement on the SEC's EDGAR database.

For more information about spin-offs, please read the SEC's Division of Corporation Finance staff legal bulletin. If you have questions about spin-offs, you can direct them to the Office of Chief Counsel in the SEC's Division of Corporation Finance at (202) 551-3500.

We have provided this information as a service to investors.  It is neither a legal interpretation nor a statement of SEC policy.  If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.

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