- The Uniform Securities Act-model legislation
- Unify blue-sky laws, state securities laws
Administrator
- jurisdiction over securities transactions that
- a) originate,
- b) directed,
- c) accepted in Administrator's state
- d) issue subpoenas
- issue cease and desist orders
- deny, cancel, or revoke registrations
USA
- civil liabilities and criminal penalties for violating act
- civil liabilities: investor can recover attorney's fees, court costs, losses
- criminal penalties: can be issued + civil penalties
The Uniform Securities Act of 1956
- National Conference of Commissioners on Uniform State Laws (NCCUSL) drafted USA
- USA is not legislation
- USA is a template/guide each state uses in drafting its securities legislation
- the North American Securities Administrators Association (NASAA) body that oversees state securities regulators
Administrator
- responsible for the administration of securities laws within the state
- deny, suspend, revoke registrations
Cease and desist order:
- Administrator may issue to a person engaged/will engage in violation
- can be issued without a prior hearing against person, asks them to cease and desist from more illegal activity
- apply to persons
Stop order
- stop, suspend, or revoke the effectiveness of any registration statement
- apply to securities
Summary order
- act without prior notice
- postpone or suspend registration for a person before final proceeding
- deny or revoke a specific security or transaction exemption
- Administrator tells parties reasons for order and 15 days after he receives a written request, he will give a hearing
Final orders
- must give notice before to applicable parties
- opportunity for a hearing
- written findings of fact and conclusions of law
Blue sky laws
- a.k.a. state securities laws
Person
- any person
- corporation
- partnership
- association
- joint stock company
- trust
- unincorporated organization
- government
- political part of government
Not persons
- minors
- deceased a.k.a. dead
- mentally incompetent
Broker/dealer
- person who effects transactions for their account or for the accounts of others
- act on other's behalf-broker
- act for themselves-dealer
- register with SEC and state
Agent/Registered Representatives
- represents B/D in effecting or attempting to effect purchases or sales of securities
- agents sell or supervise sales people
- work for B/D usually
- can sell securities for issuer
Investment adviser
- gets money to advise others about the value of securities-worth buying or selling securities
- gets paid to create reports about securities
- register with SEC (federal covered) or state (state covered) NOT BOTH
Investment Adviser Representative
- represents a state-registered investment adviser representative represents an investment adviser which is registered with the state or federal covered investment adviser that gives and/or solicits advice
Issuer
- any person who issues or proposes to issue any security
- include corporations and governments
Nonissuer
- not direct, not indirect for benefit of issuer
Security
- stocks
- bonds
- debentures
- mutual funds
- variable annuities
- investment contract
- pre organization certificate
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