A sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security.
"Securities and Exchange Commission" means the United States Securities and Exchange Commission.
"Security" means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; limited partnership interest; life settlement investment or similar agreement; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term:
Includes both a certificated and an uncertificated security.
Does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed or variable sum of money either in a lump sum or periodically for life or other specified period.
Does not include an interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974 or in a governmental benefit plan qualified for federal income tax purposes under the Internal Revenue Code or trust or fund managed by the investment board.
Subject to the exception in par. (e)
, includes all of the following:
An investment in a common enterprise with the expectation of profits to be derived through the essential managerial efforts of someone other than the investor. For purposes of this subdivision, a "common enterprise" is an enterprise in which the fortunes of the investor are tied to the efficacy of the efforts of those seeking the investment or a third party.
Any investment by which an offeree furnishes initial value to an offeror, and a portion of this initial value is subjected to the risks of the enterprise, and the furnishing of the initial value is induced by the offeror's promises or representations which give rise to a reasonable understanding that a valuable benefit of some kind over and above the initial value will accrue to the offeree as a result of the operation of the enterprise, and the offeree does not receive the right to exercise practical and actual control over the managerial decisions of the enterprise.
Includes as an "investment contract," among other contracts, an interest in a limited liability partnership and in a limited liability company; except an interest, or class or series thereof, in a limited liability partnership or limited liability company is not an "investment contract" if any of the following apply:
Each holder of an interest, or class or series thereof, is actively engaged in the management of the limited liability partnership or limited liability company. However, evidence that partners or members vote or have the right to vote, or the right to information concerning the business and affairs of the limited liability partnership or limited liability company, or the right to participate in management, shall not establish, without more, that all partners or members are actively engaged in the management of the limited liability partnership or limited liability company.
Each holder of an interest, or class or series thereof, is authorized under applicable law or under the partnership, operating, or other governing agreement or document to act for and bind the limited liability partnership or limited liability company and the total number of holders of all interests in the limited liability partnership or limited liability company does not exceed 15.
Does not include a time share created and marketed in accordance with ch. 707
if the requirements under s. 707.11
Does not include a membership interest in a domestic mutual holding company, as provided under s. 644.22
Does not include as an "investment contract" any contract excluded by rule adopted or order issued under this chapter.
"Self-regulatory organization" means a national securities exchange registered under the Securities Exchange Act of 1934, a national securities association of broker-dealers registered under the Securities Exchange Act of 1934, a clearing agency registered under the Securities Exchange Act of 1934, or the Municipal Securities Rulemaking Board established under the Securities Exchange Act of 1934.
"Sign" means to do any of the following, with present intent to authenticate or adopt a record:
To attach or logically associate with the record an electronic symbol, sound, or process.
"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
A profit-sharing agreement between management and labor in exchange for wage concessions was not a security. Fore Way Express, Inc. v. Bast, 178 Wis. 2d 693
, 505 N.W.2d 408
(Ct. App. 1993).
There is a presumption that every note is a security, which may be rebutted by showing that the note falls within or closely resembles the family of instruments deemed not to be securities. Family resemblance is determined by examining 4 factors: 1) the motivations of a reasonable seller and buyer; 2) the note's plan of distribution; 3) the reasonable expectations of the investing public; and 4) whether other risk-reducing factors exist, making unnecessary the application of the securities laws to protect the public. State v. McGuire, 2007 WI App 139
, 302 Wis. 2d 688
, 735 N.W.2d 555
When a certificate of stock was mailed to the plaintiff in Wisconsin, and extensive solicitation was conducted by the defendants in Wisconsin, there was an "offer" within s. 551.02 (11) (b). Since the securities were neither registered in Wisconsin nor exempt from registration, the plaintiff was entitled to rescind the transaction and recover the purchase price of the securities, plus costs. Hardtke v. Love Tree Corp. 386 F. Supp. 1085
An "offer to sell" under s. 551.02 (11) (b) was made when the defendant gave an unexecuted partnership agreement to the plaintiff implicitly inviting the plaintiff to return it completed as to form and amount. Feitler v. Midas Associates, 418 F. Supp. 735
The above annotations refer to ch. 551, 2005 stats., repealed by 2007 Wis. Act 196
References to federal statutes.
"Securities Act of 1933" (15 USC 77a
et seq.), "Securities Exchange Act of 1934" (15 USC 78a
et seq.), "Public Utility Holding Company Act of 1935" (15 USC 79
et seq.), "Investment Company Act of 1940" (15 USC 80a-1
et seq.), "Investment Advisers Act of 1940" (15 USC 80b-1
et seq.), "Employee Retirement Income Security Act of 1974" (29 USC 1001
et seq.), "National Housing Act" (12 USC 1701
et seq.), "Commodity Exchange Act" (7 USC 1
et seq.), "Internal Revenue Code" (26 USC 1
et seq.), "Securities Investor Protection Act of 1970" (15 USC 78aaa
et seq.), "Securities Litigation Uniform Standards Act of 1998" (112 Stat. 3227), "Small Business Investment Act of 1958" (15 USC 661
et seq.), and "Electronic Signatures in Global and National Commerce Act" (15 USC 7001
et seq.) mean those statutes and the rules and regulations adopted under those statutes, as in effect on the date of enactment of this chapter, or as later amended.
History: 2007 a. 196
References to federal agencies.
A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department.