SEC No-Action Relief to Soybean Co-operative that Interests Issued by the Co-op are not subject to the Act

The Division of Corporation Finance provided no-action relief to Minnesota Soybean Processors, an agricultural co-operative, that its conversion from one form of co-operative to another was not subject to the Securities Act of 1933. The relief was based on the fact that the various interests issued by the entity were not "securities" for purposes of the Securities Act, and thus the transfer of such interests could not constitute a sale of "securities".

Cross-Reference(s): Exchange Act Section 2(a)(1).

Lofchie Comment: For lawyers seeking to re-create their youth, reading the incoming letter is sure to bring back memories of cramming for Securities Law 101.

View letter in full here (links externally to SEC website).See also: Incoming Letter