(2) The following transactions are exempted from Sections 61-1-7 and 61-1-15:
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(f) a transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator;
Division Interpretive Commentary:
The key to determining whether an issuer may rely on this exemption is the nature of the event that served as a catalyst for the transaction or series of transactions. For example, if a company issues securities as a result of a court order as part of bankruptcy proceedings, the transaction is the result of legal proceedings and exempt. Of primary importance is the fact that the issuance of securities would not have occurred without the legal proceedings. The court has the responsibility of ensuring that the recipient(s) of the securities is (are) treated fairly. In some cases there will have been a hearing and an opportunity to vote on the proposed transaction. The intent of this section is to exempt those transactions by individuals which have a fiduciary responsibility to effect the transaction.