Chapter 3772-3 Institutional Investors and Records Retention

3772-3-01 Institutional investor.

As used in agency 3772 of the Administrative Code, " institutional investor" has the same meaning as in section 3772.01 of the Revised Code .

Effective: 02/23/2013
R.C. 119.032 review dates: 04/01/2017
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.01 , 3772.03
Prior Effective Dates: 4/1/2012

3772-3-02 Institutional investor suitability or qualification.

(A) To be presumed suitable or qualified as an institutional investor, an entity shall submit to the commission :

(1) Documentation sufficient to establish qualifications as an institutional investor; and

(2) A completed certification form, as required and prescribed by the commission.

(B) The commission may request any other information that would affect an entity's suitability or qualification as an institutional investor under Chapter 3772. of the Revised Code and any rules adopted thereunder. The entity shall provide all information, documents and materials at the entity's sole expense and cost.

(C) An entity must clearly identify those portions of the information submitted to the commission that it deems to be confidential, proprietary commercial information or trade secrets. Information provided as part of the suitability or qualification process shall be open to public inspection to the extent permitted by section 149.43 of the Revised Code and consistent with section 1333.61 of the Revised Code. Upon request by a third-party for information that the entity has identified as confidential, proprietary commercial information or trade secrets, the commission will notify the entity and, following such notification, will make a determination whether the information must be disclosed. If the commission determines that the information is to be disclosed, the commission shall notify the entity of its decision. Following that notification, the information shall be provided to the third-party within a reasonable period of time unless otherwise prohibited from being released. The entity waives any liability of the state of Ohio, the commission, the employees of the commission and its instrumentalities and agents for any damages resulting from any disclosure or publication in any manner.

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Effective: 02/23/2013
R.C. 119.032 review dates: 04/01/2017
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.01 , 3772.03
Prior Effective Dates: 4/1/2012

3772-3-03 Duty to update information.

(A) An institutional investor shall notify the commission within fifteen days of any increase in its percentage ownership of the securities of a casino operator or management company licensee or applicant or holding, intermediate, or parent company of a casino operator or management company licensee or applicant that would affect the entity's presumption of suitability or qualification as an institutional investor .

(B) An institutional investor shall notify the commission of any changes to its name or to its state of incorporation or principal place of business.

(C) An institutional investor shall notify the commission of any inquiry into, investigation of or action filed against the entity by any gaming regulatory agency or authority or other governmental agency or authority, except for routine renewal reviews.

(D) An institutional investor shall notify the commission of any rejection, suspension, revocation or denial of any institutional investor process by any gaming regulatory agency or authority, and any fine, penalty or settled amount relating to any institutional process or gaming-related license imposed upon or agreed to by the entity in any jurisdiction.

(E) An institutional investor shall notify the commission of any other information that would affect the entity's suitability or qualifications as an institutional investor under Chapter 3772. of the Revised Code and the rules adopted thereunder.

Effective: 02/23/2013
R.C. 119.032 review dates: 04/01/2017
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.03 , 3772.10
Prior Effective Dates: 4/1/2012

3772-3-04 Recission of designation as an institutional investor.

(A) The commission may rescind the designation as an institutional investor if:

(1) The institutional investor notifies the commission that it exercises or intends to exercise influence over the affairs of the casino operator or management company licensee or applicant or holding, intermediate, subsidiary or parent company of the casino operator or management company licensee or applicant that issued the publicly traded securities held by the entity; or

(2) The commission discovers that the institutional investor exercises or intends to exercise influence over the affairs of the casino operator or management company licensee or applicant or holding, intermediate, subsidiary or parent company of the casino operator or management company licensee or applicant that issued the publicly traded securities held by the entity.

(B) Upon rescission of a designation as an institutional investor, an entity shall submit information required by the commission within thirty days and undergo a suitability background evaluation.

(C) This rule shall not be construed to preclude the commission from investigating the suitability or qualifications of an institutional investor if the commission becomes aware of facts or information that may result in the institutional investor being found unsuitable or disqualified as an institutional investor.

Effective: 04/01/2012
R.C. 119.032 review dates: 04/01/2017
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.01 , 3772.03 , 3772.10

3772-3-05 Records retention requirements for a casino operator, management company, holding company and gaming-related vendor licensee.

(A) Each casino operator, management company, holding company and gaming-related vendor licensee shall, upon request, provide the commission or its executive director, or duly authorized designee thereof, with the records required to be retained and maintained by this chapter.

(B) Each casino operator, management company, holding company and gaming-related vendor licensee shall retain and maintain in a place secure from theft, loss or destruction all the records required to be maintained by this chapter for at least five years after they are made, unless otherwise required by Chapter 3772. of the Revised Code or any rules promulgated thereunder or the commission or its executive director, or duly authorized designee thereof, approves or requires otherwise in writing.

(C) Each casino operator, management company and holding company licensee shall retain and maintain accurate, complete, legible and permanent records, whether in electronic or other format, of any books, records or documents relating to its business and accounting operations, which includes, but is not limited to:

(1) The licensee's business and organizational structure;

(2) Correspondence with or by, or reports to or from, the commission or any local, state or federal governmental agency, foreign and domestic;

(3) Any acquisition, construction, remodeling or maintenance of a proposed or existing casino facility in this state;

(4) All transactions and other records related to the lease, purchase, installation, operation, maintenance or repair of gaming-related equipment stored, used, operated, possessed or otherwise maintained or controlled by the licensee at one or more casino facilities in this state;

(5) The licensee's financial statements, accounting records, ledgers and internal and external audit records;

(6) All records related to the conduct of casino gaming by the licensee in this state;

(7) The personnel files for key employees and casino gaming employees licensed in this state and all other employees employed by the licensee in this state;

(8) Any materials used to advertise, publicize or otherwise promote the licensee's casino gaming operations in this state; and

(9) Any other books, records or documents the commission or executive director, or duly authorized designee thereof, requires, in writing, the licensee to retain and maintain.

(D) Each gaming-related vendor licensee shall retain and maintain accurate, complete, legible and permanent records, whether in electronic or other format, of any books, records or documents relating to its business and accounting operations, which includes, but is not limited to:

(1) The licensee's business and organizational structure;

(2) Correspondence with or by, or reports to or from, the commission or any local, state or federal governmental agency, foreign and domestic;

(3) Correspondence with or by, or reports to or from, the commission or any local, state or federal governmental agency, foreign and domestic;

(4) The licensee's financial statements, accounting records, ledgers and internal and external audit records;

(5) The personnel files for every employee of the licensee;

(6) Any materials used to advertise, publicize or otherwise promote the licensee's goods or services in this state; and

(7) Any other books, records or documents the commission or executive director, or duly authorized designee thereof, requires, in writing, the licensee to retain and maintain.

(E) Each casino operator, management company, holding company and gaming-related vendor licensee shall organize and index all required records in a manner that enables the commission and its executive director, or duly authorized designee thereof, to locate, inspect, review and analyze the records with reasonable ease and efficiency.

(F) Nothing in this rule shall be construed to require disclosure of a record that is protected by the attorney-client privilege as long as the casino operator, management company, holding company or gaming-related vendor licensee provides the commission with written notification of the record's existence. Any such notification shall also include a general description of the record's contents and the basis for the privilege.

Effective: 04/01/2012
R.C. 119.032 review dates: 04/01/2017
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.03 , 3772.18

3772-3-06 Passive investor.

(A) Any investor in a casino operator, management company, holding company, or gaming-related vendor licensee or applicant that falls below the threshold needed to be considered an institutional investor shall not:

(1) Exercise influence over the affairs of the casino operator, management company, holding company, or gaming-related vendor applicant or licensee;

(2) Exercise influence over the affairs of a holding, intermediate, subsidiary or parent company of the casino operator or management company applicant or licensee;

(3) Use or authorize the use of authority or influence of its employees, members, or owners to secure anything of value or the promise or offer of anything of value that is of such character as to manifest a substantial and improper influence in relation to casino gaming in this state; or

(4) Participate in any other conduct in relation to the operation of casino gaming that the commission considers inconsistent with passive institutional investment status.

(B) Any investor failing to comply with this rule shall no longer have the status as a passive institutional investor.

Effective: 05/25/2013
R.C. 119.032 review dates: 05/25/2018
Promulgated Under: 119.03
Statutory Authority: 3772.03
Rule Amplifies: 3772.03