Portfolio 65-2nd: Avoiding Classification as an Investment Company: Exemptions and Exclusions for Business Corporations

I. Background
A. The Scope of the Act
B. Definitions of an Investment Company Relevant to Business Corporations

II. Balance Sheet Analysis
A. Balance Sheet Analysis Under §3(a)(1)(A)
B. Balance Sheet Analysis Under §3(a)(1)(C)

III. Exemptions and Exclusions
. Introductory Material
A. Statutory Exclusions
1. Holding companies and other non-investment companies
2. Exclusion for the subsidiaries of operating companies
3. Private investment companies
4. Factoring, lending, and real estate companies
5. Oil, gas, and mineral companies
B. Regulatory Exemptions
1. Prima facie investment companies and investment company subsidiaries
2. Transient investment companies
3. Finance subsidiaries
4. Research and development companies
C. Companies That the SEC Determines Are Not Investment Companies Through Exemptive Application
1. Applications pursuant to §3(b)(2)
2. Applications pursuant to §6(c)
3. The exemptive application procedure

IV. Giving Opinions as to the Status of Business Corporations as Investment Companies

V. Valuation Issues
A. Valuation of Assets
B. Consolidation versus Non-Consolidation
C. Characterization of Subsidiaries as Investment Securities