AB150,2165,2321
551.24
(1) The
commissioner department may by order deny or revoke any
22exemption under s. 551.22, 551.23 or 551.235 with respect to a specified security or
23transaction.
AB150, s. 6654
24Section
6654. 551.24 (2) of the statutes is amended to read:
AB150,2166,5
1551.24
(2) If the public interest and the protection of investors so require, the
2commissioner department may by order summarily deny or revoke any exemption
3under s. 551.22, 551.23 or 551.235 with respect to a specified security or transaction.
4Upon entry of the order, the
commissioner department shall serve upon all named
5parties a copy of the order and notify the parties of their right to request a hearing.
AB150, s. 6655
6Section
6655. 551.24 (4) (intro.) of the statutes is amended to read:
AB150,2166,107
551.24
(4) (intro.) A person who offers or sells a security pursuant to an
8exemption under s. 551.22, 551.23 or 551.235 after the exemption is denied or
9revoked by an order of the
commissioner department does not violate s. 551.21 (1)
10if:
AB150, s. 6656
11Section
6656. 551.24 (6) of the statutes is amended to read:
AB150,2166,1912
551.24
(6) With respect to an exemption under s. 551.22 or 551.23 that is
13perfected if a notice or other information is filed with the
commissioner department 14and the
commissioner department does not disallow the exemption within a specified
15period after the filing, the
commissioner department may, within 10 days after the
16filing date of the notice or other information, require that additional information
17reasonably related to the offering be filed. If the
commissioner department requires
18additional information, the date by which the
commissioner department may
19disallow the exemption is 10 days after the date of filing that information.
AB150, s. 6657
20Section
6657. 551.25 (2) (b) of the statutes is amended to read:
AB150,2166,2521
551.25
(2) (b) If the
commissioner
department by rule or otherwise requires,
22a copy of the articles of incorporation and bylaws or their substantial equivalents
23currently in effect, a copy of any agreements with or among underwriters, a copy of
24any indenture or other instrument governing the issuance of the security to be
25registered, and a specimen or copy of the security;
AB150, s. 6658
1Section
6658. 551.25 (2) (c) of the statutes is amended to read:
AB150,2167,32
551.25
(2) (c) If the
commissioner
department requires, any other information,
3or copies of any documents, filed under the securities act of 1933; and
AB150, s. 6659
4Section
6659. 551.25 (2) (d) of the statutes is amended to read:
AB150,2167,95
551.25
(2) (d) An undertaking to forward all future amendments to the federal
6prospectus, other than an amendment which merely delays the effective date of the
7registration statement, not later than the first business day after they are forwarded
8to or filed with the securities and exchange commission, or such longer period as the
9commissioner department permits.
AB150, s. 6660
10Section
6660. 551.25 (3) (a) 2. of the statutes is amended to read:
AB150,2167,1211
551.25
(3) (a) 2. The registration statement has been on file with the
12commissioner department for at least 10 days.
AB150, s. 6661
13Section
6661. 551.25 (3) (a) 3. of the statutes is amended to read:
AB150,2167,1714
551.25
(3) (a) 3. A statement of the maximum and minimum proposed offering
15prices and the maximum underwriting discounts and commissions has been on file
16for 2 full business days or such shorter period as the
commissioner department 17permits, and the offering is made within these limitations.
AB150, s. 6662
18Section
6662. 551.25 (3) (b) of the statutes is amended to read:
AB150,2168,1919
551.25
(3) (b) The registrant shall promptly notify the
commissioner 20department by telephone or telegram of the date and time when the federal
21registration statement became effective and the content of the price amendment, if
22any, and shall promptly file a post-effective amendment containing the information
23and documents in the price amendment. "Price amendment" means the final federal
24amendment which includes a statement of the offering price, underwriting and
25selling discounts or commissions, amount of proceeds, conversion rates, call prices
1and other matters dependent upon the offering price. Upon failure to receive the
2required notification and post-effective amendment with respect to the price
3amendment, the
commissioner department may enter a stop order, without notice or
4hearing, retroactively denying effectiveness to the registration statement or
5suspending its effectiveness until compliance with this subsection is effected, if the
6commissioner department promptly notifies the registrant by telephone or telegram
7of the issuance of the order. If the registrant proves compliance with the
8requirements of this subsection as to notice and post-effective amendment, the stop
9order shall be vacated. The
commissioner department may by rule or otherwise
10waive any of the conditions specified in par. (a). If the federal registration statement
11becomes effective before all the conditions in this subsection are satisfied and they
12are not waived, the registration statement automatically becomes effective as soon
13as all the conditions are satisfied. If the registrant advises the
commissioner 14department of the date when the federal registration statement is expected to
15become effective, the
commissioner department shall promptly advise the registrant
16by telephone or telegram, at the registrant's expense, whether all the conditions are
17satisfied and whether the
commissioner department then contemplates the
18institution of a proceeding under s. 551.28; but this advice by the
commissioner 19department does not preclude the institution of such a proceeding at any time.
AB150, s. 6663
20Section
6663. 551.26 (2) of the statutes is amended to read:
AB150,2169,221
551.26
(2) A registration statement under this section shall contain the
22information specified in s. 551.27 (2), shall be accompanied by the consent to service
23of process required by s. 551.65 (1), and shall contain such further information and
24be accompanied by such further documents as the
commissioner department by rule
1or otherwise requires. For this purpose the
commissioner department may classify
2issuers and types of securities.
AB150, s. 6664
3Section
6664. 551.26 (3) of the statutes is amended to read:
AB150,2169,104
551.26
(3) Registration under this section becomes effective when the
5commissioner department so orders. If a registration statement has been on file for
6at least 30 days and all information required by the
commissioner department has
7been furnished, the person filing the statement may at any time file a written request
8that the
commissioner department take action within 10 days following the filing of
9such request. If a request is filed, and the
commissioner department takes no action
10within the period, the registration becomes effective at the end of the 10-day period.
AB150, s. 6665
11Section
6665. 551.26 (4) of the statutes is amended to read:
AB150,2169,2212
551.26
(4) The
commissioner department may by rule or order require as a
13condition of registration under this section that a prospectus containing any
14designated part of the information contained in the registration statement or filed
15with it be sent or given to each person to whom an offer is made before or concurrently
16with the first written offer made to the person, otherwise than by means of a public
17advertisement, by or for the account of the issuer or any other person on whose behalf
18the offering is made, or by any underwriter or broker-dealer who is offering part of
19an unsold allotment or subscription taken by him or her as a participant in the
20distribution; or the confirmation of any sale made by or for the account of any person;
21or the payment pursuant to any sale; or the delivery of the security pursuant to any
22sale; whichever first occurs.
AB150, s. 6666
23Section
6666. 551.27 (1) of the statutes is amended to read:
AB150,2170,224
551.27
(1) A registration statement may be filed by the issuer, any other person
25on whose behalf the offering is to be made or a licensed broker-dealer, but the
1commissioner department may in specific cases require that it be executed by the
2issuer.
AB150, s. 6667
3Section
6667. 551.27 (4) of the statutes is amended to read:
AB150,2170,54
551.27
(4) The
commissioner department may by rule or otherwise permit the
5omission of any item of information or document from any registration statement.
AB150, s. 6668
6Section
6668. 551.27 (5) of the statutes is amended to read:
AB150,2170,137
551.27
(5) The
commissioner department may by rule or order require as a
8condition of registration, and at the expense of the applicant or registrant, that a
9report by an accountant, engineer, appraiser or other professional person be filed.
10The
commissioner department may also designate one of the
commissioner's 11department's employes to make an examination of the business and records of an
12issuer of securities for which a registration statement has been filed by qualification
13or coordination, at the expense of the applicant or registrant.
AB150, s. 6669
14Section
6669. 551.27 (7) of the statutes is amended to read:
AB150,2170,2515
551.27
(7) The
commissioner department may by rule or order require as a
16condition of registration that any security issued within the past 3 years or to be
17issued to a promoter for a consideration substantially different from the public
18offering price, or to any person for a consideration other than cash, be deposited in
19escrow; or that the proceeds from the sale of the registered security in this state be
20impounded until the issuer receives a specified amount from the sale of the security
21either in this state or elsewhere; or the
commissioner
department may impose both
22such requirements. The
commissioner department may by rule or order determine
23the conditions of any escrow or impounding required hereunder, but the
24commissioner department may not reject a depository solely because of location in
25another state.
AB150, s. 6670
1Section
6670. 551.27 (8) of the statutes is amended to read:
AB150,2171,42
551.27
(8) The
commissioner department may by rule require that securities
3of designated classes shall be issued under a trust indenture containing such
4provisions as the
commissioner department determines.
AB150, s. 6671
5Section
6671. 551.27 (9) of the statutes is amended to read:
AB150,2171,96
551.27
(9) The
commissioner department may by rule or order require as a
7condition of registration that any security registered be sold only on a specified form
8of subscription or sale contract, and that a signed or conformed copy of each contract
9be filed with the
commissioner department or preserved for any period up to 3 years.
AB150, s. 6672
10Section
6672. 551.27 (10) of the statutes is amended to read:
AB150,2171,1311
551.27
(10) The
commissioner department may by rule or order impose other
12conditions under which a security registered by qualification or coordination may be
13sold, if these conditions are reasonable and in the public interest.
AB150, s. 6673
14Section
6673. 551.27 (11) of the statutes is amended to read:
AB150,2171,2415
551.27
(11) A registration statement is effective for one year from its effective
16date unless extended by rule or order of the
commissioner department. All
17outstanding securities of the same class as a registered security are considered to be
18registered for the purpose of any transaction by or on behalf of a person not the issuer
19and not in control of the issuer or controlled by the issuer or under common control
20with the issuer, so long as the registration statement is effective, unless otherwise
21prescribed by order. A registration statement may not be withdrawn after its
22effective date if any of the securities registered have been sold in this state, unless
23permitted by rule or order of the
commissioner department. No registration
24statement is effective during the time a stop order is in effect under s. 551.28.
AB150, s. 6674
25Section
6674. 551.27 (12) of the statutes is amended to read:
AB150,2172,8
1551.27
(12) During the effective period of a registration statement, the
2commissioner department may by rule or order require the person who filed the
3registration statement to file reports, not more often than quarterly, to keep
4reasonably current the information contained in the registration statement and to
5disclose the progress of the offering. If any of the securities registered have been sold
6in the state, the
commissioner department may by rule or order extend the period for
7filing the reports for an additional period not exceeding 2 years from the date the
8registration became effective or the date of its last amendment or extension.
AB150, s. 6675
9Section
6675. 551.27 (14) of the statutes is amended to read:
AB150,2172,1410
551.27
(14) A registration statement relating to securities issued by any class
11of financial institutions, which the
commissioner
department by rule determines,
12may be amended after its effective date so as to increase the specified amount of
13securities proposed to be offered. The amendment becomes effective when the
14commissioner department so orders.
AB150, s. 6676
15Section
6676. 551.27 (15) of the statutes is amended to read:
AB150,2172,2016
551.27
(15) No warrant or right to purchase or subscribe to another security
17and no security convertible into another security shall be registered unless it appears
18to the
commissioner department that both the warrant or right or convertible
19security and the securities deliverable on the exercise of the warrant or right or
20conversion privilege comply with this chapter.
AB150, s. 6677
21Section
6677. 551.28 (1) (intro.) of the statutes is amended to read:
AB150,2172,2522
551.28
(1) (intro.) The
commissioner
department may issue a stop order
23denying effectiveness to, or suspending or revoking the effectiveness of, any
24registration statement if the
commissioner department finds that the order is in the
25public interest and that:
AB150, s. 6678
1Section
6678. 551.28 (1) (c) of the statutes is amended to read:
AB150,2173,102
551.28
(1) (c) The securities are the subject of an administrative stop order or
3similar order or a permanent or temporary injunction of any court of competent
4jurisdiction entered under any other federal or state act applicable to the offering,
5but the
commissioner department may not institute a proceeding against an effective
6registration statement under this paragraph more than one year from the date of the
7order or injunction relied on, and the
commissioner
department may not enter an
8order under this paragraph on the basis of an order or injunction entered under any
9other state act unless that order or injunction was based on facts which would
10currently constitute a ground for a stop order under this section;
AB150, s. 6679
11Section
6679. 551.28 (1) (g) of the statutes is amended to read:
AB150,2173,1512
551.28
(1) (g) The applicant or registrant has failed to pay the proper filing fee;
13but the
commissioner department may enter only a denial order under this
14paragraph and the
commissioner department shall vacate any such order when the
15deficiency has been corrected;
AB150, s. 6680
16Section
6680. 551.28 (2) of the statutes is amended to read:
AB150,2173,2117
551.28
(2) The
commissioner department may not institute a stop order
18proceeding against an effective registration statement on the basis of a fact or
19transaction known to the
commissioner department when the registration
20statement became effective unless the proceeding is instituted within 180 days after
21the effective date.
AB150, s. 6681
22Section
6681. 551.28 (3) of the statutes is amended to read:
AB150,2174,223
551.28
(3) In a proceeding for registration by qualification, the applicant or
24registrant has the burden of satisfying the requirements of sub. (1). In a proceeding
1for registration by coordination, the
commissioner department has the burden of
2establishing the existence of one of the causes enumerated in sub. (1).
AB150, s. 6682
3Section
6682. 551.28 (4) of the statutes is amended to read:
AB150,2174,84
551.28
(4) If the public interest and the protection of investors so require, the
5commissioner department may, by order, summarily deny, postpone, suspend or
6revoke the effectiveness of the registration statement. Upon the entry of the order,
7the
commissioner department shall serve upon all named parties a copy of the order
8and notify the parties of their right to request a hearing.
AB150, s. 6683
9Section
6683. 551.28 (6) of the statutes is amended to read:
AB150,2174,1210
551.28
(6) The
commissioner department may vacate or modify a stop order if
11the
commissioner department finds that the conditions which prompted its entry
12have changed or that it is otherwise in the public interest to do so.
AB150, s. 6684
13Section
6684. 551.28 (7) of the statutes is amended to read:
AB150,2174,2114
551.28
(7) Subsection (1) (e) and (f) does not apply to the issuance or sale of
15securities to any person who meets investor financial suitability standards if all
16material information in connection with the issuance or sale is disclosed to all
17purchasers. A purchaser shall affirm in writing that the person purchasing
18securities meets the investor financial suitability standards. The
commissioner 19department shall promulgate rules that establish investor financial suitability
20standards relating to minimum net worth and to minimum net worth and minimum
21annual income.
AB150, s. 6685
22Section
6685. 551.31 (2) (b) 2. of the statutes is amended to read:
AB150,2175,223
551.31
(2) (b) 2. More than one broker-dealer or more than one issuer, or both,
24if an application that complies with par. (c) is filed with the
commissioner
1department and the
commissioner department, in writing, permits the
2representation.
AB150, s. 6686
3Section
6686. 551.31 (2) (c) of the statutes is amended to read:
AB150,2175,54
551.31
(2) (c) The
commissioner department shall by rule specify the required
5contents and form of an application filed under par. (b) 2.
AB150, s. 6687
6Section
6687. 551.31 (2) (d) of the statutes is amended to read:
AB150,2175,117
551.31
(2) (d) When an agent terminates employment with a broker-dealer or
8issuer, or terminates those activities which make that individual an agent, or
9transfers employment between licensed broker-dealers, the agent, the
10broker-dealer or the issuer shall promptly file a notice in accordance with rules
11adopted by the
commissioner department.
AB150, s. 6688
12Section
6688. 551.31 (4) of the statutes is amended to read:
AB150,2175,2113
551.31
(4) Every license expires one year from its effective date unless
14renewed, or unless the license is limited or extended for not more than 6 months by
15rule or order for the purpose of administering the licensing statutes in this chapter.
16The
commissioner department by rule or order may prepare an initial schedule for
17license renewals so that subsequent renewals of licenses effective January 1, 1970,
18may be staggered by calendar months. For this purpose the
commissioner 19department may adjust the license fee proportionately. No license is effective after
20its expiration, and expiration of a license for which a renewal application has not
21been filed is deemed an application for withdrawal under s. 551.34 (6).
AB150, s. 6689
22Section
6689. 551.31 (5) of the statutes is amended to read:
AB150,2176,223
551.31
(5) A bank, savings institution or trust company not licensed as a
24broker-dealer may execute orders for the purchase or sale of securities as agent for
1the purchaser or seller thereof in accordance with rules adopted by the
commissioner 2department.
AB150, s. 6690
3Section
6690. 551.31 (7) (b) of the statutes is amended to read:
AB150,2176,84
551.31
(7) (b) An application to amend the agent's license to name each
5additional limited partnership or investment company as the agent's employer is
6filed with and approved by the
commissioner department before the agent makes any
7offers or sales in this state on behalf of the additional limited partnership or
8investment company.
AB150, s. 6691
9Section
6691. 551.32 (1) (a) of the statutes is amended to read:
AB150,2176,1310
551.32
(1) (a) A broker-dealer, agent or investment adviser may obtain an
11initial or renewal license by filing with the
commissioner department, or an
12organization which the
commissioner department by rule designates, an application
13together with a consent to service of process under s. 551.65 (1).
AB150, s. 6692
14Section
6692. 551.32 (1) (b) of the statutes is amended to read:
AB150,2176,2515
551.32
(1) (b) An application under par. (a) shall contain whatever information
16the
commissioner department by rule requires concerning the applicant's form and
17place of organization, proposed method of doing business and financial condition, the
18qualifications and experience of the applicant, including, in the case of a
19broker-dealer or investment adviser, the qualifications and experience of any
20partner, officer, director or controlling person, any injunction or administrative order
21or conviction of a misdemeanor involving securities and any conviction of a felony,
22and any other matters which the
commissioner department determines are relevant
23to the application. The
commissioner department may by rule or order require an
24applicant for an initial license to publish an announcement of the application in one
25or more specified newspapers published in this state.
AB150, s. 6693
1Section
6693. 551.32 (1) (c) (intro.) of the statutes is amended to read:
AB150,2177,62
551.32
(1) (c) (intro.) Licensing under this subchapter is effective 30 days after
3an application is filed, other than for an application for license as an agent for an
4issuer of securities exempted under s. 551.23 (10) or (19) in which case licensing is
5effective 10 business days after the application is filed or such earlier time as the
6commissioner department permits, except:
AB150, s. 6694
7Section
6694. 551.32 (1) (c) 2. of the statutes is amended to read:
AB150,2177,108
551.32
(1) (c) 2. If the
commissioner
department makes a written request for
9additional information relevant to the application within 30 days after the
10application is filed, the licensing is effective 30 days after the information is filed;
AB150, s. 6695
11Section
6695. 551.32 (1) (c) 4. of the statutes is amended to read:
AB150,2177,1312
551.32
(1) (c) 4. The
commissioner
department may by rule or order specify an
13earlier effective date.
AB150, s. 6696
14Section
6696. 551.32 (1) (d) of the statutes is amended to read:
AB150,2177,1715
551.32
(1) (d) The
commissioner department shall cooperate with other
16securities administrators and regulatory authorities to simplify and coordinate
17license application and renewal procedures.
AB150, s. 6697
18Section
6697. 551.32 (2) of the statutes is amended to read:
AB150,2177,2119
551.32
(2) Before action on an application the
commissioner department may
20designate an employe to make an examination of the books, records and affairs of the
21applicant at the applicant's expense.