551.61 (1) No order, other than an order issued summarily subject to sub. (2), may be entered by the commissioner division under s. 551.24, 551.28, 551.34 or 551.53 (2) without appropriate prior notice to all interested parties, opportunity for a hearing and, except as provided by s. 551.34 (7), written findings of fact and conclusions of law.
27,6751
Section 6751
. 551.61 (2) of the statutes is amended to read:
551.61 (2) Within 30 days after the commissioner division has issued an order summarily, an interested party may file a written request with the commissioner
division for a hearing in respect to any matters determined by the order, except a party may file a request for a hearing regarding an order issued under s. 551.60 (3) at any time. Within 10 days after an interested person files a written request with the commissioner division for a hearing, the matter shall be noticed for hearing, and a hearing shall be held within 60 days after notice, unless extended by the commissioner division for good cause. During the pendency of any hearing requested under this subsection, the order issued summarily shall remain in effect unless vacated or modified by the commissioner division.
27,6752
Section 6752
. 551.61 (3) of the statutes is amended to read:
551.61 (3) After a hearing, the commissioner division may issue a final order as appropriate. The final order may affirm, vacate or modify an order issued summarily in effect during the pendency of the hearing as appropriate, or may include such other sanctions as are provided for under s. 551.24, 551.28 or 551.34. An order issued summarily against a party becomes a final order if the party fails to request a hearing under sub. (2) or if the party defaults after requesting a hearing.
27,6753
Section 6753
. 551.61 (5) of the statutes is amended to read:
551.61 (5) Orders of the commissioner division are subject to judicial review under ch. 227 but orders originally entered without a hearing may be reviewed only if the party seeking review has requested a hearing within the time provided by sub. (2).
27,6754
Section 6754
. 551.62 (1) of the statutes is amended to read:
551.62 (1) No permanent or temporary injunction, stay, restraining order or other order shall issue in any proceeding under s. 551.56 or 551.61 suspending or staying any order of the commissioner division, except upon application to the circuit court of the appropriate county, notice of which shall be given to the commissioner
division and other parties to the proceeding, and except after opportunity for hearing thereon. No permanent or temporary injunction, stay, restraining order or other order shall issue in any other proceeding or action, in any court, which shall have the effect of delaying or preventing any such order from becoming effective, unless the parties to the proceeding before the commissioner division are also parties to the court proceeding or action, and except after notice and opportunity for hearing thereon.
27,6755
Section 6755
. 551.62 (2) of the statutes is amended to read:
551.62 (2) No permanent or temporary injunction, stay, restraining order or other order shall issue in any proceeding under s. 551.56 or 551.61 or in any other proceeding or action, in any court, suspending or staying any order of the commissioner division or having the effect of delaying or preventing any such order from becoming effective, unless an undertaking is entered into on the part of the petitioner or plaintiff, with a surety and in the sum the court or the presiding judge thereof directs or approves to the effect that the petitioner or plaintiff will pay all damages which any party sustains by the suspension or stay of the order or the delay or prevention of the order from becoming effective, and to such other effect as the court or judge directs, and no order or judgment in any proceeding or action shall be stayed on appeal therefrom unless a like undertaking is entered into by the petitioner or plaintiff in addition to the undertaking under s. 808.07.
27,6756
Section 6756
. 551.63 (1) of the statutes is amended to read:
551.63 (1) The commissioner
division may make, amend and rescind any rules, forms and orders that are necessary to carry out this chapter, including rules and forms governing registration statements, applications and reports, and defining any terms, whether or not used in this chapter, insofar as the definitions are not inconsistent with this chapter. For the purpose of rules and forms, the commissioner division may classify securities, persons and matters within the commissioner's
division's jurisdiction, and prescribe different requirements for different classes. Rules shall be made and published in accordance with ch. 227.
27,6757
Section 6757
. 551.63 (2) of the statutes is amended to read:
551.63 (2) No rule, form or order may be made, amended or rescinded unless the commissioner
division finds that the action is necessary or appropriate in the public interest and for the protection of investors. In prescribing rules and forms the commissioner division may cooperate with the securities administrators of other states and the securities and exchange commission with a view to achieving maximum uniformity in the form and content of registration statements, applications and reports wherever practicable.
27,6758
Section 6758
. 551.63 (3) of the statutes is amended to read:
551.63 (3) The commissioner
division may by rule or order prescribe the form and content of financial statements required under this chapter, the circumstances under which consolidated financial statements shall be filed, and whether any required financial statements shall be certified by independent or certified public accountants. All financial statements shall be prepared in accordance with generally accepted accounting practices unless otherwise permitted by rule or order.
27,6759
Section 6759
. 551.63 (4) of the statutes is amended to read:
551.63 (4) No provision of this chapter imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form or order of the commissioner division, notwithstanding that the rule, form or order may later be amended or rescinded or be determined to be invalid for any reason.
27,6760
Section 6760
. 551.64 (1) of the statutes is amended to read:
551.64 (1) A document is filed when it is received by the commissioner division or, if authorized under s. 551.32 (1) (a), an organization designated by the commissioner division.
27,6761
Section 6761
. 551.64 (2) of the statutes is amended to read:
551.64 (2) The commissioner
division shall keep a register of all licenses and registration statements which are or have ever been effective under this chapter and predecessor laws and all denial, suspension or revocation orders which have been entered under this chapter and predecessor laws. The register shall be open for public inspection.
27,6762
Section 6762
. 551.64 (3) of the statutes is amended to read:
551.64 (3) The information contained in or filed with any registration statement, application or report shall be made available to the public in accordance with rules adopted by the commissioner division.
27,6763
Section 6763
. 551.64 (4) of the statutes is amended to read:
551.64 (4) The commissioner
division upon request shall furnish to any person at a reasonable charge photostatic or other copies, certified under the commissioner's seal of office, by the division if certification is requested, of any entry in the register or any order or other document on file in the commissioner's office with the division. Any copy so certified is admissible in evidence under s. 889.18.
27,6764
Section 6764
. 551.64 (5) of the statutes is amended to read:
551.64 (5) The commissioner
division may honor requests from interested persons for interpretative opinions.
27,6765
Section 6765
. 551.65 (1) of the statutes is amended to read:
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 division or, if applying for a license, with the organization designated by the commissioner division under s. 551.32 (1) (a), an irrevocable consent appointing the commissioner or the commissioner's successor in office division 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
division 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 division, but it is not effective unless the plaintiff, who may be the commissioner division in a suit, action or proceeding instituted by the commissioner division, 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 division, 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.
27,6766
Section 6766
. 551.65 (2) of the statutes is amended to read:
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 division 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 division, but it is not effective unless the plaintiff, who may be the commissioner division in a suit, action or proceeding instituted by the commissioner division, 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.
27,6767
Section 6767
. 551.65 (3) of the statutes is amended to read:
551.65 (3) When process is served under this section the court, or the commissioner division in a proceeding before the commissioner division, shall order such continuance as is necessary to afford the defendant or respondent reasonable opportunity to defend.
27,6768
Section 6768
. 552.01 (1) of the statutes is amended to read:
552.01 (1) “Commissioner" “
Division" means the commissioner division of securities.
27,6769
Section 6769
. 552.01 (2) of the statutes is amended to read:
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 division.
27,6770
Section 6770
. 552.03 (1) (intro.) of the statutes is amended to read:
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 division on a form prescribed by the commissioner division a statement containing the following information and such additional information as the commissioner
division by rule prescribes:
27,6771
Section 6771
. 552.03 (3) of the statutes is amended to read:
552.03 (3) Any person may file with the commissioner division, in lieu of the statement prescribed in sub. (1) and unless otherwise ordered by the commissioner
division, 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 division 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.
27,6772
Section 6772
. 552.03 (4) of the statutes is amended to read:
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 division an amendment describing the change, in accordance with rules adopted by the commissioner
division.
27,6773
Section 6773
. 552.03 (5) of the statutes is amended to read:
552.03 (5) Each person required to file any statement or amendment thereto with the commissioner division 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.
27,6774
Section 6774
. 552.03 (6) of the statutes is amended to read:
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 division.
27,6775
Section 6775
. 552.05 (1) of the statutes is amended to read:
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 division. The commissioner division 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 division 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 division 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.
27,6776
Section 6776
. 552.05 (2) (intro.) of the statutes is amended to read:
552.05 (2) (intro.) The registration statement shall be filed on forms prescribed by the commissioner
division, 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:
27,6777
Section 6777
. 552.05 (3) of the statutes is amended to read:
552.05 (3) The commissioner
division may require the offeror to file any other documents, exhibits and information that the commissioner division deems material to the take-over offer, and the commissioner
division may permit the omission of any of the information specified in sub. (2) if the commissioner division determines that such information is not required for the protection of offerees. The commissioner division may by order summarily delay the effective date of the offer if the commissioner division 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.
27,6778
Section 6778
. 552.05 (4) of the statutes is amended to read:
552.05 (4) A take-over offer becomes effective 10 days after the date of filing the registration statement with the commissioner division unless delayed by order, or unless prior thereto the commissioner division calls a hearing with respect to the offer. The commissioner
division 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 division 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 division 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 division 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 division 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 division, except that the commissioner division may issue an exemption order permitting a conditional take-over offer under sub. (1) to commence.
27,6779
Section 6779
. 552.05 (5) of the statutes is amended to read:
552.05 (5) Any hearing called by the commissioner division 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 division 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 division 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 division 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.
27,6780
Section 6780
. 552.05 (6) of the statutes is amended to read:
552.05 (6) If the commissioner
division does not enter an order denying or postponing registration under sub. (5), the commissioner division 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 division.
27,6781
Section 6781
. 552.07 (1) of the statutes is amended to read:
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 division 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.
27,6782
Section 6782
. 552.07 (2) of the statutes is amended to read:
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 division may by rule or order prohibit the use of any solicitation materials deemed false or misleading.
27,6783
Section 6783
. 552.08 of the statutes is amended to read:
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 division 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 division from participating in any proceeding in the other jurisdiction to the extent necessary to protect security holders in this state.
27,6784
Section 6784
. 552.09 (5) of the statutes is amended to read:
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 division such information as the commissioner division requires and to the extent permitted by rule or order by the commissioner division, 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.
27,6785
Section 6785
. 552.11 (2) of the statutes is amended to read:
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 division 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.
27,6786
Section 6786
. 552.11 (5) of the statutes is amended to read:
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
division against the offeror for violation of this chapter that has not been finally determined.
27,6787
Section 6787
. 552.11 (6) of the statutes is amended to read:
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 division.
27,6788
Section 6788
. 552.13 (1) of the statutes is amended to read:
552.13 (1) This chapter shall be administered by the commissioner of securities, who division, which may exercise all powers granted to the commissioner
division under ch. 551 which are not inconsistent with this chapter.
27,6789
Section 6789
. 552.13 (2) of the statutes is amended to read:
552.13 (2) The commissioner
division 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.
27,6790
Section 6790
. 552.13 (3) of the statutes is amended to read:
552.13 (3) The commissioner
division may by rule or order exempt from any provisions of this chapter take-over offers that the commissioner division 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.
27,6791
Section 6791
. 552.13 (4) of the statutes is amended to read:
552.13 (4) The commissioner
division 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.
27,6792
Section 6792
. 552.15 (1) of the statutes is amended to read:
552.15 (1) The commissioner
division 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.
27,6793
Section 6793
. 552.15 (3) of the statutes is amended to read:
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 division by rule prescribes.
27,6794
Section 6794
. 552.17 of the statutes is amended to read:
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
division 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 division to post a bond.
