Amendment ASA-AB150

AB150-ASA,2037,14 551.34 (1) (f) Is the subject of an order entered within the past 5 years by the securities administrator of any other state or by the securities and exchange commission denying, suspending or revoking the person's registration or license as a broker-dealer, agent or investment adviser, or is the subject of an order of the securities and exchange commission or of a securities exchange or association registered under the securities exchange act of 1934 suspending or expelling such person from a securities exchange or association or forbidding the association or affiliation of the person with a broker-dealer or investment adviser, or is the subject of a U.S. postal service fraud order. The commissioner division may not institute a revocation or suspension proceeding under this paragraph more than one year from the date of the order relied on, and the commissioner division may not enter an order under this paragraph on the basis of an order under another state law or federal law unless the order was based on facts which would currently constitute a ground for an order under this section;

AB150-ASA, s. 6711 Section 6711. 551.34 (1) (k) of the statutes is amended to read:

AB150-ASA,2037,17 551.34 (1) (k) Has failed to pay the proper filing fee, but the commissioner division shall vacate any such order when the deficiency has been corrected;

AB150-ASA, s. 6712 Section 6712. 551.34 (1) (m) of the statutes is amended to read:

AB150-ASA,2037,22 551.34 (1) (m) Has made any material misrepresentation to or withheld or concealed any material fact from the commissioner or any of his or her representatives division, or has refused to furnish information reasonably requested by the commissioner division; or

AB150-ASA, s. 6713 Section 6713. 551.34 (2) of the statutes is amended to read:

AB150-ASA,2038,3 551.34 (2) The enumeration of the causes stated in sub. (1) shall not be exclusive and the commissioner division may deny an application or suspend or revoke any license or censure any licensee for any cause whether similar to or different from these causes when necessary or appropriate in the public interest or for the protection of investors.

AB150-ASA, s. 6714 Section 6714. 551.34 (3) of the statutes is amended to read:

AB150-ASA,2038,8 551.34 (3) The commissioner division may not institute a suspension or revocation proceeding on the basis of a fact or transaction known to the commissioner division when the license was issued unless the proceeding is instituted within 180 days following issuance of the license.

AB150-ASA, s. 6715 Section 6715. 551.34 (4) of the statutes is amended to read:

AB150-ASA,2038,14 551.34 (4) If the public interest or the protection of investors so requires, the commissioner division may by order summarily deny or suspend a license or postpone the effective date of a license. Upon the entry of the order, the commissioner division shall serve upon all named parties a copy of the order and notify the parties of their right to request a hearing.

AB150-ASA, s. 6716 Section 6716. 551.34 (5) of the statutes is amended to read:

AB150-ASA,2038,21 551.34 (5) If the commissioner division finds that any licensee or applicant is no longer in existence or has ceased to do business as a broker-dealer, agent or investment adviser, or is subject to an adjudication of mental incompetence or to the control of a committee, conservator or guardian, or cannot be located after reasonable search, the commissioner division may on order issued summarily revoke the license or deny the application.

AB150-ASA, s. 6717 Section 6717. 551.34 (6) of the statutes is amended to read:

AB150-ASA,2039,11 551.34 (6) Withdrawal from the status of a licensed broker-dealer, agent or investment adviser becomes effective 30 days after receipt by the commissioner division or by an organization designated by rule of the commissioner division under s. 551.32 (1) (a) of an application to withdraw or within such shorter period as the commissioner division determines, unless a revocation or suspension proceeding is pending when the application is filed or a proceeding to revoke or suspend or to impose conditions upon the withdrawal is instituted within 30 days after the application is filed. If a proceeding is pending or instituted, withdrawal becomes effective at such time and upon such conditions as the commissioner division by order determines. If no proceeding is pending or instituted and withdrawal automatically becomes effective, the commissioner division may institute a revocation or suspension proceeding for the grounds specified under sub. (1) (b), (g), (m) or (n) within one year after withdrawal became effective and enter a revocation or suspension order as of the last date on which the license was in effect.

AB150-ASA, s. 6718 Section 6718. 551.43 of the statutes is amended to read:

AB150-ASA,2039,17 551.43 Broker-dealer activities. It is unlawful for a broker-dealer to effect in this state any transaction in, or to induce the purchase or sale of, any security by means of any manipulative, deceptive or other fraudulent device or contrivance, including any fictitious quotation. The commissioner division may by rule define the terms "manipulative, deceptive or other fraudulent device or contrivance".

AB150-ASA, s. 6719 Section 6719. 551.44 of the statutes is amended to read:

AB150-ASA,2040,2 551.44 Advisory activities. It is unlawful for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise, in this state, to employ any device, scheme or artifice to defraud the other person; or engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the other person; or take or have custody of any securities or funds of any client unless the adviser is licensed as a broker-dealer under this chapter. The commissioner division may adopt rules defining the terms used in this section.

AB150-ASA, s. 6720 Section 6720. 551.51 (1) of the statutes is amended to read:

AB150-ASA,2040,8 551.51 (1) This chapter shall be administered by the commissioner of securities. The commissioner shall appoint a deputy commissioner, subject to s. 15.04 (2) and (3). The commissioner may designate the deputy commissioner or any employe to perform any duty or exercise any power or function assigned to the commissioner when he or she is absent from the office division.

AB150-ASA, s. 6721 Section 6721. 551.51 (2) of the statutes is amended to read:

AB150-ASA,2040,22 551.51 (2) It is unlawful for the commissioner division or any officers or employes of the office of the commissioner division to use for personal benefit any information which is filed with or obtained by the commissioner division or an organization designated under s. 551.32 (1) (a) and which is not generally available to the public. Nothing in this chapter authorizes the commissioner division or any officers or employes of the office of the commissioner division to disclose any confidential information except among themselves or to other securities administrators or regulatory authorities or when necessary or appropriate in a proceeding or investigation under this chapter. No provision of this chapter either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the commissioner division or any officers or employes of the office of the commissioner division.

AB150-ASA, s. 6722 Section 6722. 551.52 (1) (b) (intro.) of the statutes is amended to read:

AB150-ASA,2041,6 551.52 (1) (b) (intro.) An indefinite amount of securities shall be registered under a registration statement relating to redeemable securities issued by an open-end management company or a face amount certificate company, as defined in the investment company act of 1940, and the applicant shall pay the fee under par. (a). The registrant also shall, within 60 days after the end of each fiscal year during which its registration statement is effective and within 60 days after the registration is terminated, file a report on a form prescribed by rule of the commissioner division in which the registrant does any of the following:

AB150-ASA, s. 6723 Section 6723. 551.52 (3) of the statutes is amended to read:

AB150-ASA,2041,11 551.52 (3) The expenses reasonably attributable to the examination of any matter arising under this chapter shall be charged to the applicant, registrant or licensee involved, but the expenses so charged shall not exceed such maximum amounts as the commissioner division by rule prescribes.

AB150-ASA, s. 6724 Section 6724. 551.52 (4) of the statutes is amended to read:

AB150-ASA,2041,16 551.52 (4) The commissioner division may by rule require the payment of prescribed fees for delinquent or materially deficient filings of information or documents required under this chapter to be filed with the commissioner division or an organization designated under s. 551.32 (1) (a).

AB150-ASA, s. 6725 Section 6725. 551.53 (1) (b) of the statutes is amended to read:

AB150-ASA,2041,20 551.53 (1) (b) That has not been filed with the commissioner division not later than the date of publication or circulation, except as the commissioner division may otherwise provide by rule or order.

AB150-ASA, s. 6726 Section 6726. 551.53 (2) of the statutes is amended to read:

AB150-ASA,2041,23 551.53 (2) The commissioner division may by rule or order prohibit the publication, circulation or use of any advertising deemed false or misleading.

AB150-ASA, s. 6727 Section 6727. 551.54 of the statutes is amended to read:

AB150-ASA,2042,8 551.54 Misleading filings. It is unlawful for any person to make or cause to be made, in any document filed with the commissioner division or filed under s. 551.32 (1) (a) with an organization designated by the commissioner division or in any proceeding under this chapter, any statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respect or, in connection with such statement, to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.

AB150-ASA, s. 6728 Section 6728. 551.55 of the statutes is amended to read:

AB150-ASA,2042,19 551.55 Unlawful representations. Neither the fact that a registration statement or an application for a license has been filed nor the fact that a security is effectively registered or a person is licensed constitutes a finding by the commissioner division that any document filed under this chapter is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the commissioner division has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the foregoing.

AB150-ASA, s. 6729 Section 6729. 551.56 (1) (intro.) of the statutes is amended to read:

AB150-ASA,2042,21 551.56 (1) (intro.) The commissioner division may:

AB150-ASA, s. 6730 Section 6730. 551.56 (1) (b) of the statutes is amended to read:

AB150-ASA,2042,25 551.56 (1) (b) Require or permit any person to file a statement in writing, under oath or otherwise as the commissioner division determines, as to all the facts and circumstances concerning the matter being investigated;

AB150-ASA, s. 6731 Section 6731. 551.56 (2) of the statutes is amended to read:

AB150-ASA,2043,8 551.56 (2) For the purpose of any investigation, hearing or proceeding under this chapter, the commissioner division or any officer designated by the commissioner division may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence and require the production of any books, papers, correspondence, memoranda, agreements or other documents or records which the commissioner division deems relevant or material to the inquiry. Failure to obey a subpoena or give evidence may be dealt with in accordance with s. 885.12.

AB150-ASA, s. 6732 Section 6732. 551.56 (3) (a) of the statutes is amended to read:

AB150-ASA,2043,19 551.56 (3) (a) No person is excused from attending and testifying or from producing any document or record before the commissioner division, or in obedience to the subpoena of the commissioner division or any officer designated by the commissioner division, or in any proceeding instituted by the commissioner division, on the ground that the testimony or evidence required of the person may tend to incriminate him or her or subject the person to a penalty or forfeiture; but no individual may be prosecuted or subjected to any penalty or forfeiture for or on account of his or her testimony or evidence, after claiming his or her privilege against self-incrimination, except that the individual testifying is not exempt from prosecution and punishment for perjury or contempt committed in testifying.

AB150-ASA, s. 6733 Section 6733. 551.57 of the statutes is amended to read:

AB150-ASA,2044,7 551.57 Injunctions. Whenever it appears to the commissioner division that any person has engaged or is about to engage in any act or practice constituting a violation of this chapter or any rule or order hereunder, 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 hereunder, or the commissioner division 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, or may appoint a receiver for the defendant or the defendant's assets, or may order rescission of any sales or purchases of securities determined to be unlawful under this chapter or any rule or order hereunder. The court may not require the commissioner division to post a bond.

AB150-ASA, s. 6734 Section 6734. 551.58 (2) of the statutes is amended to read:

AB150-ASA,2044,15 551.58 (2) The commissioner division 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 division a statement concerning any action taken or, if no action has been taken, the reasons therefor.

AB150-ASA, s. 6735 Section 6735. 551.59 (6) (a) of the statutes is amended to read:

AB150-ASA,2045,4 551.59 (6) (a) No purchaser may commence an action under this section if, before suit is commenced, the purchaser has received a written offer stating the respect in which liability under this section may have arisen and fairly advising the purchaser of his or her rights; offering to repurchase the security for cash payable on delivery of the security equal to the consideration paid, together with interest at the legal rate under s. 138.04 from the date of payment, less the amount of any income received thereon or, if the purchaser no longer owns the security, offering to pay the purchaser upon acceptance of the offer an amount in cash equal to the damages computed in accordance with sub. (1); and stating that the offer may be accepted by the purchaser at any time within a specified period of not less than 30 days after the date of receipt thereof or such shorter period as the commissioner division may by rule prescribe; and the purchaser has failed to accept such offer in writing within the specified period.

AB150-ASA, s. 6736 Section 6736. 551.59 (6) (c) of the statutes is amended to read:

AB150-ASA,2045,11 551.59 (6) (c) Offers shall be in the form and contain the information the commissioner division by rule prescribes. Every offer under this subsection shall be delivered to the offeree or sent by certified mail addressed to the offeree at the offeree's last-known address. If an offer is not performed in accordance with its terms, suit by the offeree under this section shall be permitted without regard to this subsection.

AB150-ASA, s. 6737 Section 6737. 551.60 (title) of the statutes is amended to read:

AB150-ASA,2045,13 551.60 (title) Miscellaneous powers of commissioner.

AB150-ASA, s. 6738 Section 6738. 551.60 (1) of the statutes is amended to read:

AB150-ASA,2045,19 551.60 (1) The commissioner division may by rule or order require any issuer of securities registered or exempted by order of the commissioner division under this chapter or predecessor laws to file with the commissioner division and distribute to its security holders in this state at least annually specified financial or other information concerning the issuer.

AB150-ASA, s. 6739 Section 6739. 551.60 (2) (a) of the statutes is amended to read:

AB150-ASA,2045,25 551.60 (2) (a) If the commissioner division has reason to believe that any offer or sale of an unregistered security is, has been or would be unfair, inequitable or fraudulent to offerees or purchasers, the commissioner division may by order summarily prohibit further offers or sales of such security in this state until it is registered under this chapter.

AB150-ASA, s. 6740 Section 6740. 551.60 (2) (b) of the statutes is amended to read:

AB150-ASA,2046,6 551.60 (2) (b) If the commissioner division has reason to believe that any security is being or has been offered or sold in this state by any unlicensed person in violation of this chapter or any rule or order hereunder, the commissioner division may by order summarily prohibit such person from further offers or sales of securities in this state until licensed under this chapter.

AB150-ASA, s. 6741 Section 6741. 551.60 (2) (c) of the statutes is amended to read:

AB150-ASA,2046,13 551.60 (2) (c) If the commissioner division has reason to believe that any unlicensed person is transacting or has transacted business in this state as an investment adviser in violation of this chapter or any rule or order promulgated under this chapter, the commissioner division may by order summarily prohibit such person from further engaging in such activity in this state until licensed under this chapter.

AB150-ASA, s. 6742 Section 6742. 551.60 (3) of the statutes is amended to read:

AB150-ASA,2047,5 551.60 (3) If the public interest and the protection of investors so require, the commissioner division may by order summarily suspend all trading in this state by broker-dealers and agents in any security for any period specified. No broker-dealer or agent may effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this state in which trading is so suspended, except in performance of a contract previously entered into. At any time after the issuance of an order under this subsection, any interested person may in writing request that the suspension of trading be vacated. Upon the receipt of a written request, the matter shall be noticed for hearing and a hearing shall be held in the manner provided in s. 551.61 (2). After the hearing, the commissioner division may order the suspension to be continued until modified or vacated by further order upon a finding that trading in the security will be unfair or inequitable or will tend to work a fraud upon the purchasers or sellers of the security. Otherwise, the commissioner division shall vacate the suspension of trading and no further order may be entered under this subsection with respect to the same security in the absence of changed circumstances justifying an order.

AB150-ASA, s. 6743 Section 6743. 551.60 (4) of the statutes is amended to read:

AB150-ASA,2047,15 551.60 (4) Every corporation, partnership or association having its principal office in this state or whose securities have been registered under this chapter or predecessor laws shall, within 20 days after receipt of written request from the commissioner division made in connection with any investigation under s. 551.56 (1), furnish the commissioner division with a list of all or part of its security holders as the commissioner division requests, showing the amount of securities held by each security holder and the date of issuance of such securities and information reasonably related thereto, signed by the president, secretary or partner of the issuer or a person occupying a similar status or performing similar functions.

AB150-ASA, s. 6744 Section 6744. 551.60 (5) of the statutes is amended to read:

AB150-ASA,2047,18 551.60 (5) The commissioner division may take such action as is authorized under 7 USC 13a-2, as amended.

AB150-ASA, s. 6745 Section 6745. 551.605 (1) (a) (intro.) of the statutes is amended to read:

AB150-ASA,2047,24 551.605 (1) (a) (intro.) The commissioner division or any officer designated by the commissioner division may impose an administrative assessment in the amount provided in par. (b) on any person who is subject to an order that is issued under s. 551.24, 551.28, 551.34, 551.53, 551.60 or 551.63 (1) and (2) in any of the following circumstances:

AB150-ASA, s. 6746 Section 6746. 551.605 (1) (a) 1. of the statutes is amended to read:

AB150-ASA,2048,3 551.605 (1) (a) 1. Following a hearing under s. 551.61 if the notice delivered to all interested parties includes notice of the commissioner's division's authority to impose an administrative assessment under this subsection.

AB150-ASA, s. 6747 Section 6747. 551.605 (1) (c) of the statutes is amended to read:

AB150-ASA,2048,7 551.605 (1) (c) The commissioner division shall include any administrative assessment imposed under this subsection in the order issued under any of the sections referred to in par. (a) in the manner described in par. (a) 1. or 2.

AB150-ASA, s. 6748 Section 6748. 551.605 (1) (d) of the statutes is amended to read:

AB150-ASA,2048,12 551.605 (1) (d) Upon the request of the commissioner division, the department of justice may bring a civil action in the circuit court for Dane county to compel payment of any unpaid administrative assessment, unless payment of the administrative assessment is stayed under s. 227.54.

AB150-ASA, s. 6749 Section 6749. 551.605 (2) of the statutes is amended to read:

AB150-ASA,2048,22 551.605 (2) Investor education. All moneys collected from the administrative assessment under sub. (1) shall be credited to the appropriation under s. 20.185 (1) (h) 20.144 (1) (i). Subject to s. 20.185 (1) (h) 20.144 (1) (i), the commissioner division shall use moneys credited to that appropriation to provide information to residents of this state about investments in securities to help investors and potential investors evaluate their investment decisions, protect themselves from unfair, inequitable or fraudulent offerings, choose their broker-dealers, agents or investment advisers more carefully, be alert for false or misleading advertising or other harmful practices, and know their rights as investors.

AB150-ASA, s. 6750 Section 6750. 551.61 (1) of the statutes is amended to read:

AB150-ASA,2049,3 551.61 (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.

AB150-ASA, s. 6751 Section 6751. 551.61 (2) of the statutes is amended to read:

AB150-ASA,2049,14 551.61 (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.

AB150-ASA, s. 6752 Section 6752. 551.61 (3) of the statutes is amended to read:

AB150-ASA,2049,21 551.61 (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.

AB150-ASA, s. 6753 Section 6753. 551.61 (5) of the statutes is amended to read:

AB150-ASA,2050,2 551.61 (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).

AB150-ASA, s. 6754 Section 6754. 551.62 (1) of the statutes is amended to read:

AB150-ASA,2050,14 551.62 (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.