AB150,2191,2113
551.60
(4) Every corporation, partnership or association having its principal
14office in this state or whose securities have been registered under this chapter or
15predecessor laws shall, within 20 days after receipt of written request from the
16commissioner department made in connection with any investigation under s.
17551.56 (1), furnish the
commissioner department with a list of all or part of its
18security holders as the
commissioner department requests, showing the amount of
19securities held by each security holder and the date of issuance of such securities and
20information reasonably related thereto, signed by the president, secretary or partner
21of the issuer or a person occupying a similar status or performing similar functions.
AB150, s. 6744
22Section
6744. 551.60 (5) of the statutes is amended to read:
AB150,2191,2423
551.60
(5) The
commissioner department may take such action as is authorized
24under
7 USC 13a-2, as amended.
AB150, s. 6745
25Section
6745. 551.605 (1) (a) (intro.) of the statutes is amended to read:
AB150,2192,5
1551.605
(1) (a) (intro.) The
commissioner department or any officer designated
2by the
commissioner department may impose an administrative assessment in the
3amount provided in par. (b) on any person who is subject to an order that is issued
4under s. 551.24, 551.28, 551.34, 551.53, 551.60 or 551.63 (1) and (2) in any of the
5following circumstances:
AB150, s. 6746
6Section
6746. 551.605 (1) (a) 1. of the statutes is amended to read:
AB150,2192,97
551.605
(1) (a) 1. Following a hearing under s. 551.61 if the notice delivered to
8all interested parties includes notice of the
commissioner's department's authority
9to impose an administrative assessment under this subsection.
AB150, s. 6747
10Section
6747. 551.605 (1) (c) of the statutes is amended to read:
AB150,2192,1311
551.605
(1) (c) The
commissioner
department shall include any administrative
12assessment imposed under this subsection in the order issued under any of the
13sections referred to in par. (a) in the manner described in par. (a) 1. or 2.
AB150, s. 6748
14Section
6748. 551.605 (1) (d) of the statutes is amended to read:
AB150,2192,1815
551.605
(1) (d) Upon the request of the
commissioner department of financial
16institutions, the department of justice may bring a civil action in the circuit court for
17Dane county to compel payment of any unpaid administrative assessment, unless
18payment of the administrative assessment is stayed under s. 227.54.
AB150, s. 6749
19Section
6749. 551.605 (2) of the statutes is amended to read:
AB150,2193,320
551.605
(2) Investor education. All moneys collected from the administrative
21assessment under sub. (1) shall be credited to the appropriation under s.
20.185 (1)
22(h) 20.144 (1) (i). Subject to s.
20.185 (1) (h) 20.144 (1) (i), the
commissioner 23department shall use moneys credited to that appropriation to provide information
24to residents of this state about investments in securities to help investors and
25potential investors evaluate their investment decisions, protect themselves from
1unfair, inequitable or fraudulent offerings, choose their broker-dealers, agents or
2investment advisers more carefully, be alert for false or misleading advertising or
3other harmful practices, and know their rights as investors.
AB150, s. 6750
4Section
6750. 551.61 (1) of the statutes is amended to read:
AB150,2193,95
551.61
(1) No order, other than an order issued summarily subject to sub. (2),
6may be entered by the
commissioner department under s. 551.24, 551.28, 551.34 or
7551.53 (2) without appropriate prior notice to all interested parties, opportunity for
8a hearing and, except as provided by s. 551.34 (7), written findings of fact and
9conclusions of law.
AB150, s. 6751
10Section
6751. 551.61 (2) of the statutes is amended to read:
AB150,2193,2011
551.61
(2) Within 30 days after the
commissioner department has issued an
12order summarily, an interested party may file a written request with the
13commissioner department for a hearing in respect to any matters determined by the
14order, except a party may file a request for a hearing regarding an order issued under
15s. 551.60 (3) at any time. Within 10 days after an interested person files a written
16request with the
commissioner department for a hearing, the matter shall be noticed
17for hearing, and a hearing shall be held within 60 days after notice, unless extended
18by the
commissioner department for good cause. During the pendency of any hearing
19requested under this subsection, the order issued summarily shall remain in effect
20unless vacated or modified by the
commissioner department.
AB150, s. 6752
21Section
6752. 551.61 (3) of the statutes is amended to read:
AB150,2194,222
551.61
(3) After a hearing, the
commissioner department may issue a final
23order as appropriate. The final order may affirm, vacate or modify an order issued
24summarily in effect during the pendency of the hearing as appropriate, or may
25include such other sanctions as are provided for under s. 551.24, 551.28 or 551.34.
1An order issued summarily against a party becomes a final order if the party fails
2to request a hearing under sub. (2) or if the party defaults after requesting a hearing.
AB150, s. 6753
3Section
6753. 551.61 (5) of the statutes is amended to read:
AB150,2194,74
551.61
(5) Orders of the
commissioner
department are subject to judicial
5review under ch. 227 but orders originally entered without a hearing may be
6reviewed only if the party seeking review has requested a hearing within the time
7provided by sub. (2).
AB150, s. 6754
8Section
6754. 551.62 (1) of the statutes is amended to read:
AB150,2194,199
551.62
(1) No permanent or temporary injunction, stay, restraining order or
10other order shall issue in any proceeding under s. 551.56 or 551.61 suspending or
11staying any order of the
commissioner department, except upon application to the
12circuit court of the appropriate county, notice of which shall be given to the
13commissioner department and other parties to the proceeding, and except after
14opportunity for hearing thereon. No permanent or temporary injunction, stay,
15restraining order or other order shall issue in any other proceeding or action, in any
16court, which shall have the effect of delaying or preventing any such order from
17becoming effective, unless the parties to the proceeding before the
commissioner 18department are also parties to the court proceeding or action, and except after notice
19and opportunity for hearing thereon.
AB150, s. 6755
20Section
6755. 551.62 (2) of the statutes is amended to read:
AB150,2195,721
551.62
(2) No permanent or temporary injunction, stay, restraining order or
22other order shall issue in any proceeding under s. 551.56 or 551.61 or in any other
23proceeding or action, in any court, suspending or staying any order of the
24commissioner department or having the effect of delaying or preventing any such
25order from becoming effective, unless an undertaking is entered into on the part of
1the petitioner or plaintiff, with a surety and in the sum the court or the presiding
2judge thereof directs or approves to the effect that the petitioner or plaintiff will pay
3all damages which any party sustains by the suspension or stay of the order or the
4delay or prevention of the order from becoming effective, and to such other effect as
5the court or judge directs, and no order or judgment in any proceeding or action shall
6be stayed on appeal therefrom unless a like undertaking is entered into by the
7petitioner or plaintiff in addition to the undertaking under s. 808.07.
AB150, s. 6756
8Section
6756. 551.63 (1) of the statutes is amended to read:
AB150,2195,169
551.63
(1) The
commissioner department may make, amend and rescind any
10rules, forms and orders that are necessary to carry out this chapter, including rules
11and forms governing registration statements, applications and reports, and defining
12any terms, whether or not used in this chapter, insofar as the definitions are not
13inconsistent with this chapter. For the purpose of rules and forms, the
commissioner 14department may classify securities, persons and matters within the
commissioner's 15department's jurisdiction, and prescribe different requirements for different classes.
16Rules shall be made and published in accordance with ch. 227.
AB150, s. 6757
17Section
6757. 551.63 (2) of the statutes is amended to read:
AB150,2195,2418
551.63
(2) No rule, form or order may be made, amended or rescinded unless
19the
commissioner department finds that the action is necessary or appropriate in the
20public interest and for the protection of investors. In prescribing rules and forms the
21commissioner department may cooperate with the securities administrators of other
22states and the securities and exchange commission with a view to achieving
23maximum uniformity in the form and content of registration statements,
24applications and reports wherever practicable.
AB150, s. 6758
25Section
6758. 551.63 (3) of the statutes is amended to read:
AB150,2196,7
1551.63
(3) The
commissioner
department may by rule or order prescribe the
2form and content of financial statements required under this chapter, the
3circumstances under which consolidated financial statements shall be filed, and
4whether any required financial statements shall be certified by independent or
5certified public accountants. All financial statements shall be prepared in
6accordance with generally accepted accounting practices unless otherwise permitted
7by rule or order.
AB150, s. 6759
8Section
6759. 551.63 (4) of the statutes is amended to read:
AB150,2196,129
551.63
(4) No provision of this chapter imposing any liability applies to any act
10done or omitted in good faith in conformity with any rule, form or order of the
11commissioner department, notwithstanding that the rule, form or order may later
12be amended or rescinded or be determined to be invalid for any reason.
AB150, s. 6760
13Section
6760. 551.64 (1) of the statutes is amended to read:
AB150,2196,1614
551.64
(1) A document is filed when it is received by the
commissioner 15department or, if authorized under s. 551.32 (1) (a), an organization designated by
16the
commissioner department.
AB150, s. 6761
17Section
6761. 551.64 (2) of the statutes is amended to read:
AB150,2196,2218
551.64
(2) The
commissioner department shall keep a register of all licenses
19and registration statements which are or have ever been effective under this chapter
20and predecessor laws and all denial, suspension or revocation orders which have
21been entered under this chapter and predecessor laws. The register shall be open
22for public inspection.
AB150, s. 6762
23Section
6762. 551.64 (3) of the statutes is amended to read:
AB150,2197,3
1551.64
(3) The information contained in or filed with any registration
2statement, application or report shall be made available to the public in accordance
3with rules adopted by the
commissioner department.
AB150, s. 6763
4Section
6763. 551.64 (4) of the statutes is amended to read:
AB150,2197,105
551.64
(4) The
commissioner department upon request shall furnish to any
6person at a reasonable charge photostatic or other copies, certified
under the
7commissioner's seal of office, by the department if certification is requested, of any
8entry in the register or any order or other document on file
in the commissioner's
9office with the department. Any copy so certified is admissible in evidence under s.
10889.18.
AB150, s. 6764
11Section
6764. 551.64 (5) of the statutes is amended to read:
AB150,2197,1312
551.64
(5) The
commissioner department may honor requests from interested
13persons for interpretative opinions.
AB150, s. 6765
14Section
6765. 551.65 (1) of the statutes is amended to read:
AB150,2198,915
551.65
(1) Every applicant for license or registration under this chapter and
16every issuer which proposes to offer a security in this state through any person acting
17as agent shall file with the
commissioner department or, if applying for a license,
18with the organization designated by the
commissioner
department under s. 551.32
19(1) (a), an irrevocable consent appointing the
commissioner or the commissioner's
20successor in office department to be his or her attorney to receive service of any lawful
21process in any noncriminal suit, action or proceeding against him or her or a
22successor, executor or administrator which arises under this chapter or any rule or
23order under this chapter after the consent has been filed, with the same validity as
24if served personally on the person filing the consent. The consent shall be in the form
25the
commissioner department by rule prescribes. The consent need not be filed by
1a person who has filed a consent in connection with a previous registration or license
2which is then in effect. Service may be made by leaving a copy of the process
in at 3the office of the
commissioner department, but it is not effective unless the plaintiff,
4who may be the
commissioner department in a suit, action or proceeding instituted
5by the
commissioner department, promptly sends notice of the service and a copy of
6the process by registered or certified mail to the defendant or respondent at the
7person's last address on file with the
commissioner
department, and the plaintiff's
8affidavit of compliance with this subsection is filed in the case on or before the return
9day of the process, or within such time as the court allows.
AB150, s. 6766
10Section
6766. 551.65 (2) of the statutes is amended to read:
AB150,2199,311
551.65
(2) When any person, including any nonresident of this state, engages
12in conduct prohibited or made actionable by this chapter or any rule or order under
13this chapter, and the person has not filed a consent to service of process under sub.
14(1) and personal jurisdiction over the person cannot otherwise be obtained in this
15state, that conduct shall be considered equivalent to the person's appointment of the
16commissioner department to be his or her attorney to receive service of any lawful
17process in any noncriminal suit, action or proceeding against the person or the
18person's successor, executor or administrator which arises out of that conduct and
19which is brought under this chapter or any rule or order under this chapter, with the
20same validity as if served on him or her personally. Service may be made by leaving
21a copy of the process
in at the office of the
commissioner department, but it is not
22effective unless the plaintiff, who may be the
commissioner department in a suit,
23action or proceeding instituted by the
commissioner
department, promptly sends
24notice of the service and a copy of the process by registered or certified mail to the
25defendant or respondent at the person's last-known address or takes other steps
1which are reasonably calculated to give actual notice; and the plaintiff's affidavit of
2compliance with this subsection is filed in the case on or before the return day of the
3process or within such time as the court allows.
AB150, s. 6767
4Section
6767. 551.65 (3) of the statutes is amended to read:
AB150,2199,85
551.65
(3) When process is served under this section the court, or the
6commissioner department in a proceeding before the
commissioner department,
7shall order such continuance as is necessary to afford the defendant or respondent
8reasonable opportunity to defend.
AB150, s. 6768
9Section
6768. 552.01 (1) of the statutes is amended to read:
AB150,2199,1110
552.01
(1) "Commissioner" "
Department" means the
commissioner of
11securities department of financial institutions.
AB150, s. 6769
12Section
6769. 552.01 (2) of the statutes is amended to read:
AB150,2199,1713
552.01
(2) "Equity security" means any shares of stock or similar securities, or
14any securities convertible into such securities, or carrying any warrant or right to
15subscribe to or purchase such securities, or any such warrant or right, or any other
16security which, for the protection of investors, is deemed an equity security pursuant
17to rule of the
commissioner department.
AB150, s. 6770
18Section
6770. 552.03 (1) (intro.) of the statutes is amended to read:
AB150,2199,2519
552.03
(1) (intro.) Any person who, after acquiring directly or indirectly the
20beneficial ownership of any equity security of a target company, is directly or
21indirectly a beneficial owner of more than 5% of any class of the outstanding equity
22securities of the issuer shall, within 10 days after such acquisition, file with the
23commissioner department on a form prescribed by the
commissioner department a
24statement containing the following information and such additional information as
25the
commissioner department by rule prescribes:
AB150, s. 6771
1Section
6771. 552.03 (3) of the statutes is amended to read:
AB150,2200,132
552.03
(3) Any person may file with the
commissioner department, in lieu of
3the statement prescribed in sub. (1) and unless otherwise ordered by the
4commissioner department, a statement containing the person's name and address,
5the number of shares or units of any equity security of the target company which are
6beneficially owned directly or indirectly by the person and each of the person's
7associates, the date of their acquisition and such other information as the
8commissioner department may by rule prescribe, if the person certifies that such
9securities were acquired by the person in the ordinary course of the person's business
10and not for the purpose or having the effect of changing or influencing the control of
11the issuer nor in connection with or as a participant in any transaction having such
12purpose or effect, and that the person does not intend to make a take-over offer
13involving the target company.
AB150, s. 6772
14Section
6772. 552.03 (4) of the statutes is amended to read:
AB150,2200,1815
552.03
(4) If any material change occurs in the facts set forth in the statement,
16the person filing the statement shall, within 10 days thereafter, file with the
17commissioner department an amendment describing the change, in accordance with
18rules adopted by the
commissioner department.
AB150, s. 6773
19Section
6773. 552.03 (5) of the statutes is amended to read:
AB150,2200,2320
552.03
(5) Each person required to file any statement or amendment thereto
21with the
commissioner department under this section shall send a signed copy of
22such statement or amendment by certified mail to the target company at its principal
23office not later than the date of filing.
AB150, s. 6774
24Section
6774. 552.03 (6) of the statutes is amended to read:
AB150,2201,5
1552.03
(6) No person required to file any ownership statement under this
2section, who is delinquent in the filing of such statement, may file a registration
3statement relating to a proposed take-over offer for a period of 60 days after the date
4of filing of the ownership statement, except as may be permitted by order of the
5commissioner department.
AB150, s. 6775
6Section
6775. 552.05 (1) of the statutes is amended to read:
AB150,2201,217
552.05
(1) It is unlawful for any person to make a take-over offer involving a
8target company in this state, or to acquire any equity securities of a target company
9pursuant to the offer, unless the offer is effective under this chapter or is exempted
10by rule or order of the
commissioner department. The
commissioner department 11may by an exemption order, with or without petition of the offeror, permit a take-over
12offer to be made without prior registration under this chapter if the offeror's
13purchase of any securities tendered incident to the offer is conditioned upon
14subsequent registration under this chapter. The
commissioner department may
15hold a hearing under sub. (4) with respect to the registration of a take-over offer
16which is subject to an exemption order. Before a take-over offer becomes effective
17under this chapter, the offeror shall file with the
commissioner department a
18registration statement containing the information prescribed in sub. (2), and send
19a copy of the registration statement by certified mail to the target company at its
20principal office and publicly disclose the material terms of the proposed offer, not
21later than the date of filing of the registration statement.
AB150, s. 6776
22Section
6776. 552.05 (2) (intro.) of the statutes is amended to read:
AB150,2202,223
552.05
(2) (intro.) The registration statement shall be filed on forms prescribed
24by the
commissioner department, and shall be accompanied by a consent by the
25offeror to service of process specified in s. 551.65 (1) and the filing fee specified in s.
1552.15 (1), and shall contain the following information and such additional
2information as the commissioner by rule prescribes:
AB150, s. 6777
3Section
6777. 552.05 (3) of the statutes is amended to read:
AB150,2202,124
552.05
(3) The
commissioner department may require the offeror to file any
5other documents, exhibits and information that the
commissioner department 6deems material to the take-over offer, and the
commissioner department may permit
7the omission of any of the information specified in sub. (2) if the
commissioner 8department determines that such information is not required for the protection of
9offerees. The
commissioner department may by order summarily delay the effective
10date of the offer if the
commissioner department determines that the registration
11statement does not contain all of the information specified in sub. (2) or does not
12provide full disclosure to offerees of all material information concerning the offer.
AB150, s. 6778
13Section
6778. 552.05 (4) of the statutes is amended to read:
AB150,2203,914
552.05
(4) A take-over offer becomes effective 10 days after the date of filing
15the registration statement with the
commissioner
department unless delayed by
16order, or unless prior thereto the
commissioner department calls a hearing with
17respect to the offer. The
commissioner department may call a hearing if it is
18necessary or appropriate for the protection of offerees in this state. Within 5 days
19after the filing of the registration statement, the target company, acting through its
20board of directors, may petition the
commissioner
department to hold a hearing with
21respect to the take-over offer, except that the target company may not request a
22hearing if it has requested a hearing with respect to the take-over offer under a law
23of any other state similar to this chapter. The petition shall set forth the specific basis
24asserted under sub. (5) for denying, delaying or requiring amendment of the
25registration statement. Within 72 hours after the petition is filed the
commissioner
1department shall either call a hearing or notify the target company in writing or by
2telephone or telegraph why a hearing was not called. If a hearing is called by the
3commissioner department and the target company subsequently requests a hearing
4with respect to the take-over offer under a law of another state similar to this chapter
5the
commissioner department shall dismiss any hearing proceedings under this
6chapter. If a hearing is called, the offer is not effective until registered by order of
7the
commissioner department, except that the
commissioner department may issue
8an exemption order permitting a conditional take-over offer under sub. (1) to
9commence.
AB150, s. 6779
10Section
6779. 552.05 (5) of the statutes is amended to read:
AB150,2204,411
552.05
(5) Any hearing called by the
commissioner department under this
12section shall be held within 20 days of the date of filing of the registration statement
13under sub. (1), and any determination made following the hearing shall be made
14within 30 days after the filing, unless extended by order of the
commissioner 15department for the convenience of the parties or for the protection of offerees in this
16state, but an extension may not exceed offering period limitations relating to
17take-over offers prescribed by the securities exchange act of 1934 or rules and
18regulations under that act, if the take-over offer is subject to the securities exchange
19act of 1934. If, following the hearing, the
commissioner department finds that the
20take-over offer fails to provide for full and fair disclosure to offerees of all material
21information concerning the offer, the offer will not be made to all stockholders on
22substantially equal terms, the offer is in violation of ch. 551 or this chapter or the
23offeror is delinquent in the filing of an ownership information statement or has filed
24an ownership information statement that contains a false statement of a material
25fact or omits to state a material fact necessary to make the statements made not
1misleading, the
commissioner department may, by order, deny registration of the
2offer, prohibit the offeror from filing a registration statement relating to a proposed
3take-over offer involving the target company for a period of up to 180 days or permit
4the take-over offer to be amended and by order register the amended take-over offer.
AB150, s. 6780
5Section
6780. 552.05 (6) of the statutes is amended to read:
AB150,2204,106
552.05
(6) If the
commissioner department does not enter an order denying or
7postponing registration under sub. (5), the
commissioner department shall, by order,
8register the take-over offer or amended take-over offer. Registration of the
9take-over offer is not approval of the take-over offer by the
commissioner 10department.
AB150, s. 6781
11Section
6781. 552.07 (1) of the statutes is amended to read:
AB150,2204,1712
552.07
(1) Copies of all advertisements, circulars, letters or other materials
13published by the offeror or the target company, soliciting or requesting the
14acceptance or rejection of the take-over offer, shall be filed with the
commissioner 15department and sent to the target company or offeror, respectively, not later than the
16time copies of such solicitation materials are first published or used or sent to
17security holders of the target company.
AB150, s. 6782
18Section
6782. 552.07 (2) of the statutes is amended to read:
AB150,2204,2319
552.07
(2) Solicitation materials used in connection with a take-over offer shall
20not contain any false statement of a material fact or omit to state a material fact
21necessary to make the statements therein not misleading. The
commissioner 22department may by rule or order prohibit the use of any solicitation materials
23deemed false or misleading.
AB150, s. 6783
24Section
6783. 552.08 of the statutes is amended to read:
AB150,2205,9
1552.08 Comity. The registration and filing requirements of ss. 552.05 and
2552.07 do not apply to a take-over offer subject to this chapter if the
commissioner 3department determines by order that another jurisdiction has statutes or rules
4which are applicable to the take-over offer and are being applied which afford
5protection to security holders located in this state substantially equal to the
6protection afforded security holders by this chapter. The issuance of an order under
7this section does not prohibit the
commissioner department from participating in
8any proceeding in the other jurisdiction to the extent necessary to protect security
9holders in this state.
AB150, s. 6784
10Section
6784. 552.09 (5) of the statutes is amended to read:
AB150,2205,1811
552.09
(5) Acquisition by or through a broker-dealer acting on behalf of an
12offeror or a target company of any equity security of the target company in connection
13with a take-over offer unless the broker-dealer files with the
commissioner 14department such information as the
commissioner department requires and to the
15extent permitted by rule or order by the
commissioner
department, or unless the
16broker-dealer did not know and in the exercise of reasonable care could not have
17known that the person for whom it acted was an offeror or a target company or that
18the acquisition was in connection with a take-over offer.
AB150, s. 6785
19Section
6785. 552.11 (2) of the statutes is amended to read:
AB150,2206,420
552.11
(2) An offeror shall provide that any equity securities of a target
21company subject to s. 552.05 deposited or tendered pursuant to a registered
22take-over offer may be withdrawn by or on behalf of any offeree at any time within
237 days from the date the offer has become effective under this chapter and after 60
24days from the date the offer has become effective under this chapter, except as the
25commissioner department may otherwise prescribe by rule or order for the protection
1of investors. In any offer permitted to commence by an exemption order under s.
2552.05 (1), the offeror shall provide that any equity securities tendered or deposited
3pursuant to the conditional offer will be purchased by the offeror only in the event
4a subsequent registration of the offer occurs under this chapter.
AB150, s. 6786
5Section
6786. 552.11 (5) of the statutes is amended to read:
AB150,2206,106
552.11
(5) No offeror may make a take-over offer involving a target company
7subject to s. 552.05, or acquire any equity securities of the target company pursuant
8to the offer, at any time when an administrative or injunctive proceeding has been
9brought by the
commissioner department against the offeror for violation of this
10chapter that has not been finally determined.
AB150, s. 6787
11Section
6787. 552.11 (6) of the statutes is amended to read:
AB150,2206,1512
552.11
(6) No offeror may acquire, remove or exercise control, directly or
13indirectly, over any assets located in this state of a target company subject to s. 552.05
14unless the take-over offer is effective or exempt under this chapter, except as
15permitted by order of the
commissioner department.