AB150: Bill Text

AB150, s. 6764 Section 6764. 551.64 (5) of the statutes is amended to read:

AB150,2197,13 551.64 (5) The commissioner department may honor requests from interested persons for interpretative opinions.

AB150, s. 6765 Section 6765. 551.65 (1) of the statutes is amended to read:

AB150,2198,9 551.65 (1) Every applicant for license or registration under this chapter and every issuer which proposes to offer a security in this state through any person acting as agent shall file with the commissioner department or, if applying for a license, with the organization designated by the commissioner department under s. 551.32 (1) (a), an irrevocable consent appointing the commissioner or the commissioner's successor in office department to be his or her attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against him or her or a successor, executor or administrator which arises under this chapter or any rule or order under this chapter after the consent has been filed, with the same validity as if served personally on the person filing the consent. The consent shall be in the form the commissioner department by rule prescribes. The consent need not be filed by a person who has filed a consent in connection with a previous registration or license which is then in effect. Service may be made by leaving a copy of the process in at the office of the commissioner department, but it is not effective unless the plaintiff, who may be the commissioner department in a suit, action or proceeding instituted by the commissioner department, promptly sends notice of the service and a copy of the process by registered or certified mail to the defendant or respondent at the person's last address on file with the commissioner department, and the plaintiff's affidavit of compliance with this subsection is filed in the case on or before the return day of the process, or within such time as the court allows.

AB150, s. 6766 Section 6766. 551.65 (2) of the statutes is amended to read:

AB150,2199,3 551.65 (2) When any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this chapter or any rule or order under this chapter, and the person has not filed a consent to service of process under sub. (1) and personal jurisdiction over the person cannot otherwise be obtained in this state, that conduct shall be considered equivalent to the person's appointment of the commissioner department to be his or her attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the person or the person's successor, executor or administrator which arises out of that conduct and which is brought under this chapter or any rule or order under this chapter, with the same validity as if served on him or her personally. Service may be made by leaving a copy of the process in at the office of the commissioner department, but it is not effective unless the plaintiff, who may be the commissioner department in a suit, action or proceeding instituted by the commissioner department, promptly sends notice of the service and a copy of the process by registered or certified mail to the defendant or respondent at the person's last-known address or takes other steps which are reasonably calculated to give actual notice; and the plaintiff's affidavit of compliance with this subsection is filed in the case on or before the return day of the process or within such time as the court allows.

AB150, s. 6767 Section 6767. 551.65 (3) of the statutes is amended to read:

AB150,2199,8 551.65 (3) When process is served under this section the court, or the commissioner department in a proceeding before the commissioner department, shall order such continuance as is necessary to afford the defendant or respondent reasonable opportunity to defend.

AB150, s. 6768 Section 6768. 552.01 (1) of the statutes is amended to read:

AB150,2199,11 552.01 (1) "Commissioner" " Department" means the commissioner of securities department of financial institutions.

AB150, s. 6769 Section 6769. 552.01 (2) of the statutes is amended to read:

AB150,2199,17 552.01 (2) "Equity security" means any shares of stock or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such securities, or any such warrant or right, or any other security which, for the protection of investors, is deemed an equity security pursuant to rule of the commissioner department.

AB150, s. 6770 Section 6770. 552.03 (1) (intro.) of the statutes is amended to read:

AB150,2199,25 552.03 (1) (intro.) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a target company, is directly or indirectly a beneficial owner of more than 5% of any class of the outstanding equity securities of the issuer shall, within 10 days after such acquisition, file with the commissioner department on a form prescribed by the commissioner department a statement containing the following information and such additional information as the commissioner department by rule prescribes:

AB150, s. 6771 Section 6771. 552.03 (3) of the statutes is amended to read:

AB150,2200,13 552.03 (3) Any person may file with the commissioner department, in lieu of the statement prescribed in sub. (1) and unless otherwise ordered by the commissioner department, a statement containing the person's name and address, the number of shares or units of any equity security of the target company which are beneficially owned directly or indirectly by the person and each of the person's associates, the date of their acquisition and such other information as the commissioner department may by rule prescribe, if the person certifies that such securities were acquired by the person in the ordinary course of the person's business and not for the purpose or having the effect of changing or influencing the control of the issuer nor in connection with or as a participant in any transaction having such purpose or effect, and that the person does not intend to make a take-over offer involving the target company.

AB150, s. 6772 Section 6772. 552.03 (4) of the statutes is amended to read:

AB150,2200,18 552.03 (4) If any material change occurs in the facts set forth in the statement, the person filing the statement shall, within 10 days thereafter, file with the commissioner department an amendment describing the change, in accordance with rules adopted by the commissioner department.

AB150, s. 6773 Section 6773. 552.03 (5) of the statutes is amended to read:

AB150,2200,23 552.03 (5) Each person required to file any statement or amendment thereto with the commissioner department under this section shall send a signed copy of such statement or amendment by certified mail to the target company at its principal office not later than the date of filing.

AB150, s. 6774 Section 6774. 552.03 (6) of the statutes is amended to read:

AB150,2201,5 552.03 (6) No person required to file any ownership statement under this section, who is delinquent in the filing of such statement, may file a registration statement relating to a proposed take-over offer for a period of 60 days after the date of filing of the ownership statement, except as may be permitted by order of the commissioner department.

AB150, s. 6775 Section 6775. 552.05 (1) of the statutes is amended to read:

AB150,2201,21 552.05 (1) It is unlawful for any person to make a take-over offer involving a target company in this state, or to acquire any equity securities of a target company pursuant to the offer, unless the offer is effective under this chapter or is exempted by rule or order of the commissioner department. The commissioner department may by an exemption order, with or without petition of the offeror, permit a take-over offer to be made without prior registration under this chapter if the offeror's purchase of any securities tendered incident to the offer is conditioned upon subsequent registration under this chapter. The commissioner department may hold a hearing under sub. (4) with respect to the registration of a take-over offer which is subject to an exemption order. Before a take-over offer becomes effective under this chapter, the offeror shall file with the commissioner department a registration statement containing the information prescribed in sub. (2), and send a copy of the registration statement by certified mail to the target company at its principal office and publicly disclose the material terms of the proposed offer, not later than the date of filing of the registration statement.

AB150, s. 6776 Section 6776. 552.05 (2) (intro.) of the statutes is amended to read:

AB150,2202,2 552.05 (2) (intro.) The registration statement shall be filed on forms prescribed by the commissioner department, and shall be accompanied by a consent by the offeror to service of process specified in s. 551.65 (1) and the filing fee specified in s. 552.15 (1), and shall contain the following information and such additional information as the commissioner by rule prescribes:

AB150, s. 6777 Section 6777. 552.05 (3) of the statutes is amended to read:

AB150,2202,12 552.05 (3) The commissioner department may require the offeror to file any other documents, exhibits and information that the commissioner department deems material to the take-over offer, and the commissioner department may permit the omission of any of the information specified in sub. (2) if the commissioner department determines that such information is not required for the protection of offerees. The commissioner department may by order summarily delay the effective date of the offer if the commissioner department determines that the registration statement does not contain all of the information specified in sub. (2) or does not provide full disclosure to offerees of all material information concerning the offer.

AB150, s. 6778 Section 6778. 552.05 (4) of the statutes is amended to read:

AB150,2203,9 552.05 (4) A take-over offer becomes effective 10 days after the date of filing the registration statement with the commissioner department unless delayed by order, or unless prior thereto the commissioner department calls a hearing with respect to the offer. The commissioner department may call a hearing if it is necessary or appropriate for the protection of offerees in this state. Within 5 days after the filing of the registration statement, the target company, acting through its board of directors, may petition the commissioner department to hold a hearing with respect to the take-over offer, except that the target company may not request a hearing if it has requested a hearing with respect to the take-over offer under a law of any other state similar to this chapter. The petition shall set forth the specific basis asserted under sub. (5) for denying, delaying or requiring amendment of the registration statement. Within 72 hours after the petition is filed the commissioner department shall either call a hearing or notify the target company in writing or by telephone or telegraph why a hearing was not called. If a hearing is called by the commissioner department and the target company subsequently requests a hearing with respect to the take-over offer under a law of another state similar to this chapter the commissioner department shall dismiss any hearing proceedings under this chapter. If a hearing is called, the offer is not effective until registered by order of the commissioner department, except that the commissioner department may issue an exemption order permitting a conditional take-over offer under sub. (1) to commence.

AB150, s. 6779 Section 6779. 552.05 (5) of the statutes is amended to read:

AB150,2204,4 552.05 (5) Any hearing called by the commissioner department under this section shall be held within 20 days of the date of filing of the registration statement under sub. (1), and any determination made following the hearing shall be made within 30 days after the filing, unless extended by order of the commissioner department for the convenience of the parties or for the protection of offerees in this state, but an extension may not exceed offering period limitations relating to take-over offers prescribed by the securities exchange act of 1934 or rules and regulations under that act, if the take-over offer is subject to the securities exchange act of 1934. If, following the hearing, the commissioner department finds that the take-over offer fails to provide for full and fair disclosure to offerees of all material information concerning the offer, the offer will not be made to all stockholders on substantially equal terms, the offer is in violation of ch. 551 or this chapter or the offeror is delinquent in the filing of an ownership information statement or has filed an ownership information statement that contains a false statement of a material fact or omits to state a material fact necessary to make the statements made not misleading, the commissioner department may, by order, deny registration of the offer, prohibit the offeror from filing a registration statement relating to a proposed take-over offer involving the target company for a period of up to 180 days or permit the take-over offer to be amended and by order register the amended take-over offer.

AB150, s. 6780 Section 6780. 552.05 (6) of the statutes is amended to read:

AB150,2204,10 552.05 (6) If the commissioner department does not enter an order denying or postponing registration under sub. (5), the commissioner department shall, by order, register the take-over offer or amended take-over offer. Registration of the take-over offer is not approval of the take-over offer by the commissioner department.

AB150, s. 6781 Section 6781. 552.07 (1) of the statutes is amended to read:

AB150,2204,17 552.07 (1) Copies of all advertisements, circulars, letters or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the take-over offer, shall be filed with the commissioner department and sent to the target company or offeror, respectively, not later than the time copies of such solicitation materials are first published or used or sent to security holders of the target company.

AB150, s. 6782 Section 6782. 552.07 (2) of the statutes is amended to read:

AB150,2204,23 552.07 (2) Solicitation materials used in connection with a take-over offer shall not contain any false statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The commissioner department may by rule or order prohibit the use of any solicitation materials deemed false or misleading.

AB150, s. 6783 Section 6783. 552.08 of the statutes is amended to read:

AB150,2205,9 552.08 Comity. The registration and filing requirements of ss. 552.05 and 552.07 do not apply to a take-over offer subject to this chapter if the commissioner department determines by order that another jurisdiction has statutes or rules which are applicable to the take-over offer and are being applied which afford protection to security holders located in this state substantially equal to the protection afforded security holders by this chapter. The issuance of an order under this section does not prohibit the commissioner department from participating in any proceeding in the other jurisdiction to the extent necessary to protect security holders in this state.

AB150, s. 6784 Section 6784. 552.09 (5) of the statutes is amended to read:

AB150,2205,18 552.09 (5) Acquisition by or through a broker-dealer acting on behalf of an offeror or a target company of any equity security of the target company in connection with a take-over offer unless the broker-dealer files with the commissioner department such information as the commissioner department requires and to the extent permitted by rule or order by the commissioner department, or unless the broker-dealer did not know and in the exercise of reasonable care could not have known that the person for whom it acted was an offeror or a target company or that the acquisition was in connection with a take-over offer.

AB150, s. 6785 Section 6785. 552.11 (2) of the statutes is amended to read:

AB150,2206,4 552.11 (2) An offeror shall provide that any equity securities of a target company subject to s. 552.05 deposited or tendered pursuant to a registered take-over offer may be withdrawn by or on behalf of any offeree at any time within 7 days from the date the offer has become effective under this chapter and after 60 days from the date the offer has become effective under this chapter, except as the commissioner department may otherwise prescribe by rule or order for the protection of investors. In any offer permitted to commence by an exemption order under s. 552.05 (1), the offeror shall provide that any equity securities tendered or deposited pursuant to the conditional offer will be purchased by the offeror only in the event a subsequent registration of the offer occurs under this chapter.

AB150, s. 6786 Section 6786. 552.11 (5) of the statutes is amended to read:

AB150,2206,10 552.11 (5) No offeror may make a take-over offer involving a target company subject to s. 552.05, or acquire any equity securities of the target company pursuant to the offer, at any time when an administrative or injunctive proceeding has been brought by the commissioner department against the offeror for violation of this chapter that has not been finally determined.

AB150, s. 6787 Section 6787. 552.11 (6) of the statutes is amended to read:

AB150,2206,15 552.11 (6) No offeror may acquire, remove or exercise control, directly or indirectly, over any assets located in this state of a target company subject to s. 552.05 unless the take-over offer is effective or exempt under this chapter, except as permitted by order of the commissioner department.

AB150, s. 6788 Section 6788. 552.13 (1) of the statutes is amended to read:

AB150,2206,20 552.13 (1) This chapter shall be administered by the commissioner of securities, who department, which may exercise all powers granted to the commissioner department under ch. 551 which are not inconsistent with this chapter.

AB150, s. 6789 Section 6789. 552.13 (2) of the statutes is amended to read:

AB150,2206,24 552.13 (2) The commissioner department may adopt rules necessary to carry out the purposes of this chapter, including rules defining fraudulent or deceptive practices and other terms used in this chapter.

AB150, s. 6790 Section 6790. 552.13 (3) of the statutes is amended to read:

AB150,2207,6 552.13 (3) The commissioner department may by rule or order exempt from any provisions of this chapter take-over offers that the commissioner department determines are not made for the purpose or do not have the effect of changing or influencing the control of a target company or where compliance with this chapter is not necessary for the protection of offerees in this state, and may exempt any person from the filing of statements under this chapter.

AB150, s. 6791 Section 6791. 552.13 (4) of the statutes is amended to read:

AB150,2207,10 552.13 (4) The commissioner department may by order direct any person to file any statement provided for in this chapter if it appears that such person is required to file such statement and is delinquent in the filing of such statement.

AB150, s. 6792 Section 6792. 552.15 (1) of the statutes is amended to read:

AB150,2207,14 552.15 (1) The commissioner department shall charge a filing fee of $100 for a registration statement filed by an offeror and $100 for a request for hearing filed by a target company.

AB150, s. 6793 Section 6793. 552.15 (3) of the statutes is amended to read:

AB150,2207,19 552.15 (3) The expenses reasonably attributable to the examination of solicitation materials shall be charged to the person filing them, but the expenses so charged shall not exceed such maximum amounts as the commissioner department by rule prescribes.

AB150, s. 6794 Section 6794. 552.17 of the statutes is amended to read:

AB150,2208,7 552.17 Injunctions. Whenever it appears that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of this chapter or any rule or order under this chapter, the commissioner department may bring an action in the name of the state in the circuit court of the appropriate county to enjoin the acts or practices and to enforce compliance with this chapter or any rule or order under this chapter, or may refer the matter to the attorney general or the district attorney of the appropriate county. Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order, may order rescission of any sales or purchases of securities determined to be unlawful under this chapter or any rule or order under this chapter or may grant other appropriate relief. The court may not require the commissioner department to post a bond.

AB150, s. 6795 Section 6795. 552.19 (2) of the statutes is amended to read:

AB150,2208,15 552.19 (2) The commissioner department may refer such evidence as is available concerning violations of this chapter or of any rule or order under this chapter to the attorney general or the district attorney of the appropriate county who may, with or without any reference, institute the appropriate criminal proceedings under this chapter. If referred to a district attorney, the district attorney shall, within 90 days, file with the commissioner department a statement concerning any action taken or, if no action has been taken, the reasons therefor.

AB150, s. 6796 Section 6796. 552.23 (1) of the statutes is amended to read:

AB150,2209,3 552.23 (1) If the target company is an insurance company subject to regulation by the commissioner of insurance, a banking corporation subject to regulation by the commissioner of banking, a savings bank or savings and loan association subject to regulation by the commissioner of savings and loan, or a public service corporation or a company subject to regulation by the public service commission, or the department of transportation or the office of the commissioner of railroads, the commissioner department of financial institutions shall promptly furnish a copy of the registration statement filed under this chapter to the regulatory agency having supervision of the target company. Any hearing under this chapter involving any such target company shall be held jointly with the regulatory agency having supervision, and any determination following the hearing shall be made jointly with that regulatory agency.

AB150, s. 6797 Section 6797. 553.03 (3) of the statutes is amended to read:

AB150,2209,6 553.03 (3) "Commissioner" " Department" means the commissioner of securities department of financial institutions.

AB150, s. 6798 Section 6798. 553.03 (5m) (a) of the statutes is amended to read:

AB150,2209,10 553.03 (5m) (a) The purchase or agreement to purchase goods at a bona fide wholesale price. The commissioner department may issue rules defining wholesale transactions exempt under this paragraph.

AB150, s. 6799 Section 6799. 553.03 (5m) (d) of the statutes is amended to read:

AB150,2209,13 553.03 (5m) (d) Any other consideration which the commissioner department by rule excludes from "franchise fee".

AB150, s. 6800 Section 6800. 553.03 (9) of the statutes is amended to read:

AB150,2209,17 553.03 (9) "Order" means every direction or determination of the commissioner department designated an order and made in writing over the signature and seal of by the commissioner department, except a rule as defined under s. 227.01 (13).

AB150, s. 6801 Section 6801. 553.22 (1) (intro.) of the statutes is amended to read:

AB150,2209,22 553.22 (1) Exemption. (intro.) A franchisor may obtain an exemption for one year from registering an offer to sell or a sale of a franchise under s. 553.21 if the franchisor satisfies all of the following conditions other than any condition waived by the commissioner department:

AB150, s. 6802 Section 6802. 553.22 (1) (c) of the statutes is amended to read:

AB150,2210,3 553.22 (1) (c) Discloses in writing the information prescribed by rule of the commissioner department to each prospective franchisee at least 10 business days prior to the execution by the prospective franchisee of any binding franchise or other agreement or at least 10 business days prior to the receipt of any consideration, whichever first occurs.

AB150, s. 6803 Section 6803. 553.22 (1) (d) of the statutes is amended to read:

AB150,2210,10 553.22 (1) (d) Files with the commissioner department at least 10 days before any offer or sale of a franchise in this state that relies on the exemption under this subsection a notice consisting of a copy of the information to be distributed to each prospective franchisee under par. (c), together with the consent to service of process as specified in s. 553.27 (10), the fee prescribed by rule of the commissioner department and any additional information required under s. 553.24 (6).

AB150, s. 6804 Section 6804. 553.22 (2) of the statutes is amended to read:

AB150,2210,17 553.22 (2) Effective date. The commissioner department may, by order, disallow the exemption within 10 days after the date on which the information required under sub. (1) is filed or, if additional information is required under s. 553.24 (6), within 10 days after the date on which that information is filed. If the commissioner department does not disallow the exemption within the applicable time period, the exemption takes effect on the day after the time period expires.

AB150, s. 6805 Section 6805. 553.22 (3) (intro.) of the statutes is amended to read:

AB150,2210,24 553.22 (3) Extension. (intro.) The exemption under sub. (1) may be extended for additional one-year periods if the franchisor files all of the following with the commissioner department before the one-year exemption period, or an extension of the exemption period, expires or before a date set by the commissioner department if the commissioner department permits the franchisor to file for an extension after the expiration of the franchisor's previous exemption period:

AB150, s. 6806 Section 6806. 553.22 (3) (a) of the statutes is amended to read:

AB150,2211,5 553.22 (3) (a) A copy of either the franchisor's current offering circular prepared in the form required by rule of the commissioner department under s. 553.27 (4) for offering circulars used in connection with a registered franchise or the franchisor's current disclosure document prepared in the form required by 16 CFR 436.

AB150, s. 6807 Section 6807. 553.22 (3) (d) of the statutes is amended to read:

AB150,2211,7 553.22 (3) (d) The fee prescribed by rule of the commissioner department.