Amendment ASA-AB150

AB150-ASA,2059,20 552.05 (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.

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

AB150-ASA,2059,25 552.05 (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.

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

AB150-ASA,2060,7 552.07 (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.

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

AB150-ASA,2060,13 552.07 (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.

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

AB150-ASA,2060,22 552.08 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.

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

AB150-ASA,2061,6 552.09 (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.

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

AB150-ASA,2061,17 552.11 (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.

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

AB150-ASA,2061,23 552.11 (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.

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

AB150-ASA,2062,4 552.11 (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.

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

AB150-ASA,2062,8 552.13 (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.

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

AB150-ASA,2062,12 552.13 (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.

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

AB150-ASA,2062,19 552.13 (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.

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

AB150-ASA,2062,23 552.13 (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.

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

AB150-ASA,2063,3 552.15 (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.

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

AB150-ASA,2063,8 552.15 (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.

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

AB150-ASA,2063,21 552.17 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.

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

AB150-ASA,2064,4 552.19 (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. 6796 Section 6796. 552.23 (1) of the statutes is amended to read:

AB150-ASA,2064,17 552.23 (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 division of banking, a savings bank or savings and loan association subject to regulation by the commissioner division of savings and loan, or a public service corporation or a company subject to regulation by the public service commission, the department of transportation or the office of the commissioner of railroads, the commissioner division of securities 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-ASA, s. 6797 Section 6797. 553.03 (3) of the statutes is amended to read:

AB150-ASA,2064,20 553.03 (3) "Commissioner" " Division" means the commissioner division of securities.

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

AB150-ASA,2064,24 553.03 (5m) (a) The purchase or agreement to purchase goods at a bona fide wholesale price. The commissioner division may issue rules defining wholesale transactions exempt under this paragraph.

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

AB150-ASA,2065,2 553.03 (5m) (d) Any other consideration which the commissioner division by rule excludes from "franchise fee".

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

AB150-ASA,2065,6 553.03 (9) "Order" means every direction or determination of the commissioner division designated an order and made in writing over the signature and seal of by the commissioner division, except a rule as defined under s. 227.01 (13).

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

AB150-ASA,2065,11 553.22 (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 division:

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

AB150-ASA,2065,17 553.22 (1) (c) Discloses in writing the information prescribed by rule of the commissioner division 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-ASA, s. 6803 Section 6803. 553.22 (1) (d) of the statutes is amended to read:

AB150-ASA,2065,24 553.22 (1) (d) Files with the commissioner division 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 division and any additional information required under s. 553.24 (6).

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

AB150-ASA,2066,6 553.22 (2) Effective date. The commissioner division 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 division does not disallow the exemption within the applicable time period, the exemption takes effect on the day after the time period expires.

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

AB150-ASA,2066,13 553.22 (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 division before the one-year exemption period, or an extension of the exemption period, expires or before a date set by the commissioner division if the commissioner division permits the franchisor to file for an extension after the expiration of the franchisor's previous exemption period:

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

AB150-ASA,2066,19 553.22 (3) (a) A copy of either the franchisor's current offering circular prepared in the form required by rule of the commissioner division 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-ASA, s. 6807 Section 6807. 553.22 (3) (d) of the statutes is amended to read:

AB150-ASA,2066,21 553.22 (3) (d) The fee prescribed by rule of the commissioner division.

AB150-ASA, s. 6808 Section 6808. 553.235 (2) (b) of the statutes is amended to read:

AB150-ASA,2066,24 553.235 (2) (b) The commissioner division may, by rule or order, withdraw or further condition the availability of the exemption under sub. (1).

AB150-ASA, s. 6809 Section 6809. 553.24 (1) of the statutes is amended to read:

AB150-ASA,2067,3 553.24 (1) The commissioner division may by order deny or revoke any exemption under s. 553.22, 553.23, 553.235 or 553.25 with respect to the offer or sale of a franchise for any of the grounds specified in s. 553.28 (1).

AB150-ASA, s. 6810 Section 6810. 553.24 (2) of the statutes is amended to read:

AB150-ASA,2067,8 553.24 (2) If the public interest and the protection of investors so require, the commissioner division may, by order, summarily deny or revoke any exemption under s. 553.22, 553.23, 553.235 or 553.25 with respect to the offer or sale of a franchise.

AB150-ASA, s. 6811 Section 6811. 553.24 (4) (intro.) of the statutes is amended to read:

AB150-ASA,2067,12 553.24 (4) (intro.) A person who offers or sells a franchise pursuant to an exemption under s. 553.22, 553.23, 553.235 or 553.25 after the exemption is denied or revoked by an order of the commissioner division does not violate s. 553.21 if:

AB150-ASA, s. 6812 Section 6812. 553.24 (6) of the statutes is amended to read:

AB150-ASA,2067,21 553.24 (6) Within 10 days after the filing date of the information required under s. 553.22 or an application for an exemption under s. 553.25, the commissioner division may require that additional information be filed if the commissioner division determines that the information is reasonably necessary to establish an exemption under s. 553.22 or 553.25. If the commissioner division requires additional information, the exemption is not effective until 10 days after the additional information is filed with the commissioner division, unless a shorter period is permitted by the commissioner division.

AB150-ASA, s. 6813 Section 6813. 553.25 of the statutes is amended to read:

AB150-ASA,2068,2 553.25 (title) Exemption by commissioner division. The commissioner division may by rule or order exempt from registration under s. 553.21 any offer or sale of a franchise if registration is not necessary or appropriate in the public interest or for the protection of investors.

AB150-ASA, s. 6814 Section 6814. 553.26 (intro.) of the statutes is amended to read:

AB150-ASA,2068,6 553.26 Application for registration. (intro.) The application for registration of an offer shall be filed with the commissioner division and shall contain the following:

AB150-ASA, s. 6815 Section 6815. 553.26 (4) of the statutes is amended to read:

AB150-ASA,2068,10 553.26 (4) Such information concerning the identity and business experience of persons affiliated with the franchisor, as the commissioner division may by rule prescribe.

AB150-ASA, s. 6816 Section 6816. 553.26 (7) (intro.) of the statutes is amended to read:

AB150-ASA,2068,14 553.26 (7) (intro.) A recent financial statement of the franchisor, together with a statement of any material changes in the financial condition of the franchisor from the date thereof. The commissioner division may by rule or order prescribe:

AB150-ASA, s. 6817 Section 6817. 553.26 (18) of the statutes is amended to read:

AB150-ASA,2068,17 553.26 (18) A statement of the number of franchises presently operating and proposed to be sold, as may be required by rule of the commissioner division.

AB150-ASA, s. 6818 Section 6818. 553.26 (20) of the statutes is amended to read:

AB150-ASA,2068,20 553.26 (20) Other information related to the application as the commissioner division may reasonably require.

AB150-ASA, s. 6819 Section 6819. 553.27 (2) of the statutes is amended to read:

AB150-ASA,2069,5 553.27 (2) If the commissioner division finds that the applicant has failed to demonstrate that adequate financial arrangements have been made to fulfill obligations to provide real estate, improvements, equipment, inventory, training or other items included in the offering, the commissioner division may by rule or order require the escrow of franchise fees and other funds paid by the franchisee or subfranchisor until no later than the time of opening of the franchise business, or, at the option of the franchisor, the furnishing of a surety bond as provided by rule of the commissioner division, if the commissioner division finds that such requirement is necessary and appropriate to protect prospective franchisees or subfranchisors.

AB150-ASA, s. 6820 Section 6820. 553.27 (3) of the statutes is amended to read:

AB150-ASA,2069,13 553.27 (3) The application for registration shall be accompanied by a proposed offering prospectus, which shall contain the material information set forth in the application for registration, as specified by rule of the commissioner division, and such additional disclosures as the commissioner division may require. The prospectus shall recite in bold type of not less than 10-point type that registration does not constitute approval recommendation or indorsement by the commissioner division.

AB150-ASA, s. 6821 Section 6821. 553.27 (4) of the statutes is amended to read:

AB150-ASA,2069,20 553.27 (4) No franchise subject to registration under this chapter may be sold in this state unless a copy of the offering circular in the form prescribed by rule of the commissioner division is provided to the 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-ASA, s. 6822 Section 6822. 553.27 (6) of the statutes is amended to read:

AB150-ASA,2070,4 553.27 (6) The commissioner division may accept and act upon the opinions, appraisals and reports of any engineers, appraisers or other experts which may be presented by an applicant or any interested party, on any question of fact concerning or affecting the franchises proposed to be offered and sold. In lieu of, or in addition to, such opinions, appraisals and reports, the commissioner division may have any or all matters concerning or affecting such franchises investigated, appraised, passed upon and certified to the commissioner division by engineers, appraisers or other experts selected by the commissioner division.

AB150-ASA, s. 6823 Section 6823. 553.27 (7) of the statutes is amended to read: