New Jersey § 5:12-105

§ 5:12-105.

a. The sale, assignment, transfer, pledge or other disposition of any security issued

by a corporation which holds a casino license shall be effective five business days after the commission receives notice from the

licensee of such sale, assignment, transfer, pledge or other disposition, in the form

required by regulation, unless within the five business day period, the commission

disapproves of such sale, assignment, transfer, pledge or other disposition . b. Every security issued by a corporation which holds a casino license shall bear,

on both sides of the certificate evidencing such security, a statement of the restrictions

imposed by this section, except that in the case of a publicly traded corporation

incorporated prior to the effective date of this act, a statement of restriction shall

be necessary only insofar as certificates are issued by such corporation after the

effective date of this act. c. The Secretary of State shall not accept for filing any articles of incorporation

of any corporation which includes as a stated purpose the conduct of casino gaming,

or any amendment which adds such purpose to articles of incorporation already filed,

unless such articles or amendments have been approved by the commission and a copy

of such approval is annexed thereto upon presentation for filing with the Secretary

of State. d. If at any time the division reports to the commission that an individual owner or holder of any security of a corporate licensee or of

a holding or intermediary company with respect thereto is not qualified under this

act, and if as a result the corporate licensee is no longer qualified to continue

as a casino licensee in this State, the commission shall, pursuant to the provisions

of this act, and upon the report and input of the division , take any necessary action to protect the public interest, including the suspension

or revocation of the casino license of the corporation; provided, however, that if

the holding or intermediary company is a publicly traded corporation and the commission

finds disqualified any holder of any security thereof who is required to be qualified

under section 85d. of this act, 1 and the commission also finds that: (1) the holding or intermediary company has

complied with the provisions of section 82d.(7) of this act; 2 (2) the holding or intermediary company has made a good faith effort, including

the prosecution of all legal remedies, to comply with any order of the commission or the division requiring the divestiture of the security interest held by the disqualified holder;

and (3) such disqualified holder does not have the ability to control the corporate

licensee or any holding or intermediary company with respect thereto, or to elect

one or more members of the board of directors of such corporation or company, the

commission shall not take action against the casino licensee or the holding or intermediary

company with respect to the continued ownership of the security interest by the disqualified

holder. For purposes of this act, a security holder shall be presumed to have the ability

to control a publicly traded corporation, or to elect one or more members of its board

of directors, if such holder owns or beneficially holds 5% or more of the equity securities

of such corporation, unless such presumption of control or ability to elect is rebutted

by clear and convincing evidence. e. Commencing on the date the commission serves notice upon a corporation of the determination

of disqualification under subsection d. of this section, it shall be unlawful for

the named individual: (1) To receive any dividends or interest upon any such securities; (2) To exercise, directly or through any trustee or nominee, any right conferred by

such securities; or (3) To receive any remuneration in any form from the corporate licensee for services

rendered or otherwise. f. After a nonpublicly traded corporation has been issued a casino license pursuant

to the provisions of this act, but prior to the issuance or transfer of any security

to any person required to be but not yet qualified in accordance with the provisions

of this act, such corporation shall file a report of its proposed action with the

commission and the division , and shall request the approval of the commission for the transaction. If the commission shall deny the request, the corporation shall not issue or transfer

such security. After a publicly traded corporation has been issued a casino license, such corporation

shall file a report quarterly with the commission and the division , which report shall list all owners and holders of any security issued by such corporate

casino licensee. g. Each corporation which has been issued a casino license pursuant to the provisions

of this act shall file a report of any change of its corporate officers or members

of its board of directors with the commission and the division . No officer or director shall be entitled to exercise any powers of the office to

which he was so elected or appointed until qualified by the commission in accordance

with the provisions of this act. 1

N.J.S.A. § 5:12-85. 2

N.J.S.A. § 5:12-82.