Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 71-101 The Multijurisdictional Disclosure System (MJDS) -- Relief from the requirement has filed with the Securities Exchange Commission (SEC) all 1934 Act filings for a period of 12 calendar months immediately before the filing of the preliminary MJDS prospectus -- Relief from the requirement that the equity shares of the Filer have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus in the principal jurisdiction -- Filer is not eligible to utilize MJDS -- Predecessor of the Filer filed for relief under Chapter 11 of the United States Bankruptcy Code and filed a petition with the Bankruptcy Court for the approval of the consummation of a transaction to sell its continuing operational assets to the Filer pursuant to Section 363 of the Bankruptcy Code -- Predecessor of the Filer obtained a no-action letter from the SEC regarding, among other things, the continuous filing obligations of the Filer and the Filer commenced reporting as a voluntary filer under the Exchange Act -- The continuous disclosure filed with the SEC is equivalent to the disclosure required by Canadian securities legislation and would satisfy Canadian prospectus requirements -- The predecessor of the Filer had a public float for its common stock in excess of U.S.$75,000,000 and it is reasonably likely that the public float of the Filer after the offering will be in excess of U.S.$75,000,000 -- Granting the requested relief would not be prejudicial to the public interest.

Applicable Legislative Provisions

National Instrument 71-101 The Multijurisdictional Disclosure System, s. 21.1.

August 11, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

THE PROVINCE OF ONTARIO

(the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GENERAL MOTORS COMPANY

(the "Filer")

DECISION

Background

The securities regulatory authority or regulator in the Jurisdiction (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation"):

(a) that the following requirements contained in the Legislation do not apply to the Filer in connection with the Canadian Public Offering (as defined below):

(i) the requirement under Section 3.1(a)(iii) of National Instrument 71-101 -- The Multijurisdictional Disclosure System ("NI 71-101") that the Filer has filed with the SEC all 1934 Act filings for a period of 12 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction;

(ii) the requirement under Section 3.1(c)(ii) of NI 71-101 that the equity shares of the Filer have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus in the principal jurisdiction; and

(iii) the requirement under Section 4.6 of NI 71-101 that a preliminary MJDS prospectus and a MJDS prospectus used to distribute securities eligible under paragraph 3.1(c) shall include a reconciliation of the financial statements required to be included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus to Canadian GAAP in the notes to the financial statements or as a supplement included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus,

(collectively, the "Requested Relief"); and

(b) that the application for this decision and this decision (collectively, the "Confidential Materials") be kept confidential and not be made public until the occurrence of the earliest of the following:

(i) the date on which the Filer files a preliminary prospectus in Canada in connection with the Canadian Public Offering (as defined below);

(ii) the date on which the Filer advises the principal regulator that there is no longer any need to hold the confidential materials in confidence; and

(iii) 30 days after the date of this decision,

(the "Request For Confidentiality").

Under the Process for Exemptive Relief in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that Section 4.7(1) of Multilateral Instrument 11-102 -- Passport System is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the laws of the State of Delaware and has its head office at 300 Renaissance Center, Detroit, Michigan, 48265-3000, USA.

2. The Filer is not currently a reporting issuer in any Canadian jurisdiction.

3. On June 1, 2009, General Motors Corporation (now known as Motors Liquidation Company), a corporation incorporated in the State of Delaware ("Old GM"), and certain of its subsidiaries (together with Old GM, the "Debtors"), filed for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On the same date, the Debtors filed a petition with the Bankruptcy Court for the approval of the consummation of a transaction to sell the continuing operational assets of Old GM to the Filer pursuant to Section 363 of the Bankruptcy Code (the "363 Sale"). The 363 Sale was approved by the Bankruptcy Court on July 5, 2009 and completed on July 10, 2009.

4. Securities of Old GM were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), before the 363 Sale and continue to be registered under the Exchange Act and, as such, Old GM has been and continues to be subject to the reporting obligations of the Exchange Act.

5. Prior to the 363 Sale, Old GM was current and had been current for more than 12 calendar months in all of its reporting obligations under Section 15(d) of the Exchange Act.

6. On July 9, 2009, Old GM obtained a no-action letter from the Securities Exchange Commission (the "SEC") regarding, among other things, the continuous filing obligations of the Filer (the "Relief Order").

7. Following the completion of the 363 Sale, as required by the Relief Order, the Filer commenced reporting as a voluntary filer under the Exchange Act. The financial reporting of the Filer includes financial information relating to Old GM, its predecessor company, solely for accounting and financial reporting purposes. The Relief Order required the Filer to file, among other things, and the Filer did file, the following:

(a) under the cover of Form 8-K:

(i) textual, non-financial information about the Filer that would be required to be included in a Form 10 filed with the SEC;

(ii) within the time frames for filing a current report on Form 8-K as set out in the Exchange Act, all Form 8-Ks that would be required in accordance with Section 13(a) of the Exchange Act; and

(iii) monthly information about car and truck deliveries (on a monthly basis);

(b) a Form 10-Q for the period ending September 30, 2009, which the Filer filed on April 7, 2010;

(c) a Form 10-K for the year ended December 31, 2009, which the Filer filed on April 7, 2010 and which was subsequently reviewed by the SEC; and

(d) a Form 10 to register its common stock under Section 12(g) of the Exchange Act, which the Filer filed on April 7, 2010, and that was declared effective by the SEC on June 7, 2010, whereupon the Filer became subject to the reporting obligations under Section 15(d) of the Exchange Act.

8. The disclosure in the documents filed pursuant to the Relief Order is equivalent in all material respects to the disclosure required by Canadian securities legislation and would, in all material respects, satisfy Canadian prospectus requirements set out in National Instrument 44-101 -- Short-Form Prospectus Distributions ("NI 44-101").

9. There is no material disclosure missing from the documents filed pursuant to the Relief Order that would be required to be filed under the mandatory incorporation by reference requirements set out in NI 44-101.

10. The Filer is in the process of preparing a Registration Statement on Form S-1 (the "S-1") for the registration under the Securities Act of 1933, as amended, of common stock and Series B preferred stock (the "Preferred Stock") of the Filer. The Preferred Stock, for the period after issuance and prior to the third anniversary of such issuance, may be converted into common stock of the Filer at the option of the holder of such Preferred Stock and, on the third anniversary of such issuance, if not previously converted, will be converted into common stock. Concurrent with the initial public offering, certain shareholders of the Filer, which may include the United States Department of the Treasury and the Canada GEN Investment Corporation (the "Selling Shareholders"), may sell a portion of the common stock currently held by each of them as a secondary offering.

11. In connection with the filing of the S-1 with the SEC, the Filer intends to file one or more preliminary prospectuses in Canada in English and French (the "Canadian Preliminary Prospectus") to qualify the common stock and Preferred Stock of the Filer for distribution in Canada (the "Canadian Public Offering"). The Filer anticipates filing the Canadian Preliminary Prospectus on August 13, 2010, which is the date on which the S-1 is expected to be filed with the SEC.

12. Currently there is no public float for the common stock of the Filer as all of the common stock is privately held by the Selling Shareholders, Old GM and the UAW Retiree Medical Benefits Trust. However, prior to its bankruptcy, Old GM had a public float for its common stock in excess of U.S.$75,000,000. Following the sale by the Selling Shareholders of a portion of their holdings and the distribution of the common stock into which the Preferred Stock is convertible, the Filer expects to have a public float in excess of U.S.$75,000,000.

13. The Filer currently files its financial statements with the SEC in accordance with U.S. GAAP. As the Filer is an "SEC issuer", as such term is defined in National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, when the Filer becomes a reporting issuer in Canada, it intends to rely on Section 4.1 of such instrument to continue to prepare and file its financial statements for its continuous disclosure obligations in accordance with U.S. GAAP.

14. The Canadian Preliminary Prospectus, any amendments or supplements thereto and any final prospectus(es) to be filed in Canada in English and French will contain a statement advising readers that the financial statements have been prepared in accordance with U.S. GAAP on the basis that the Filer is an "SEC issuer".

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that:

(a) the Filer complies with all of the filing requirements and procedures set out in NI 71-101, except as varied by the Decision; and

(b) the Filer is an "SEC issuer" at the time of filing the Canadian Preliminary Prospectus.

The further decision of the Decision Makers under the Legislation is that the Request for Confidentiality is granted until the earliest of the following:

(a) the date on which the Filer files a preliminary prospectus in Canada in connection with the Canadian Public Offering;

(b) the date on which the Filer advises the principal regulator that there is no longer any need to hold the confidential materials in confidence; and

(c) 30 days after the date of this decision.

"Michael Brown"
Assistant Manager, Corporate Finance Branch
Ontario Securities Commission