SB483: Bill Text

SB483,112,5 (c) A record that is not required to be provided to the administrator or filed under this chapter and is provided to the administrator only on the condition that the record will not be subject to public examination or disclosure.

SB483,112,6 (d) A nonpublic record received from a person specified in s. 551.608 (1).

SB483,112,9 (e) Subject to s. 551.406 (6) (a), any social security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed.

SB483,112,12 (f) A record obtained by the administrator through a designee of the administrator that a rule or order under this chapter determines has been appropriately expunged from the administrator's records by the designee.

SB483,112,17 (3) Administrator discretion to disclose. If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in s. 551.608 (1), the administrator may disclose a record or information obtained in connection with an audit or inspection under s. 551.411 (4) or a record or information obtained in connection with a pending investigation under s. 551.602.

SB483,113,3 551.608 Uniformity and cooperation with other agencies. (1) Objective of uniformity. The administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to s. 551.607, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the United States Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking or insurance regulator, and a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.

SB483,113,7 (2) Policies to consider. In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this chapter, the administrator shall, in its discretion, take into consideration in carrying out the public interest the following general policies:

SB483,113,8 (a) Maximizing effectiveness of regulation for the protection of investors.

SB483,113,9 (b) Maximizing uniformity in federal and state regulatory standards.

SB483,113,11 (c) Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.

SB483,113,13 (3) Subjects for cooperation. The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:

SB483,113,16 (a) Establishing or employing one or more designees as a central depository for registration and notice filings under this chapter and for records required or allowed to be maintained under this chapter.

SB483,113,17 (b) Developing and maintaining uniform forms.

SB483,113,18 (c) Conducting a joint examination or investigation.

SB483,113,19 (d) Holding a joint administrative hearing.

SB483,113,20 (e) Instituting and prosecuting a joint civil or administrative proceeding.

SB483,113,21 (f) Sharing and exchanging personnel.

SB483,113,23 (g) Coordinating registrations under ss. 551.301 and 551.401 to 551.404 and exemptions under s. 551.203.

SB483,113,24 (h) Sharing and exchanging records, subject to s. 551.607.

SB483,114,2 (i) Formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases.

SB483,114,3 (j) Formulating common systems and procedures.

SB483,114,5 (k) Notifying the public of proposed rules, forms, statements of policy, and guidelines.

SB483,114,9 (L) Attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity.

SB483,114,12 (m) Developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.

SB483,114,17 551.609 Judicial review. A final order issued by the administrator under this chapter is subject to judicial review in accordance with ch. 227, but administrative enforcement orders originally entered without hearing may be reviewed only if the party seeking review has requested a hearing within the time provided by s. 551.604 (2).

SB483,115,2 551.611 Service of process. (1) Signed consent to service of process. A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the administrator the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this chapter or a rule adopted or order issued under this chapter after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.

SB483,115,9 (2) Conduct constituting appointment of agent for service. If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this chapter or a rule adopted or order issued under this chapter and the person has not filed a consent to service of process under sub. (1), the act, practice, or course of business constitutes the appointment of the administrator as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.

SB483,115,12 (3) Procedure for service of process. Service under sub. (1) or (2) may be made by providing a copy of the process to the office of the administrator, but it is not effective unless all of the following apply:

SB483,115,17 (a) The plaintiff, which may be the administrator, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice.

SB483,115,21 (b) The plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the administrator in a proceeding before the administrator, allows.

SB483,115,24 (4) Service in administrative proceedings or civil actions by administrator. Service pursuant to sub. (3) may be used in a proceeding before the administrator or by the administrator in a civil action in which the administrator is the moving party.

SB483,116,4 (5) Opportunity to defend. If process is served under sub. (3), the court, or the administrator in a proceeding before the administrator, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.

SB483,116,9 551.613 Jurisdiction. (1) Sales and offers to sell. Sections 551.301, 551.302, 551.401 (1), 551.402 (1), 551.403 (1), 551.404 (1), 551.501, 551.506, 551.509, and 551.511 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state or the offer to purchase or the purchase is made and accepted in this state.

SB483,116,14 (2) Purchases and offers to purchase. Sections 551.401 (1), 551.402 (1), 551.403 (1), 551.404 (1), 551.501, 551.506, 551.509, and 551.511 do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this state or the offer to sell or the sale is made and accepted in this state.

SB483,116,17 (3) Offers in this state. For the purpose of this section, an offer to sell or to purchase a security is made in this state, whether or not either party is then present in this state, if the offer meets any of the following criteria:

SB483,116,18 (a) The offer originates from within this state.

SB483,116,21 (b) The offer is directed by the offeror to a place in this state and received at the place to which it is directed, but for purposes of s. 551.301, an offer to sell which is not directed to or received by the offeree in this state is not made in this state.

SB483,116,24 (4) Acceptances in this state. For the purpose of this section, an offer to purchase or to sell is accepted in this state, whether or not either party is then present in this state, if the acceptance meets all of the following criteria:

SB483,117,3 (a) The acceptance is communicated to the offeror in this state and the offeree reasonably believes the offeror to be present in this state and the acceptance is received at the place in this state to which it is directed.

SB483,117,5 (b) The acceptance has not previously been communicated to the offeror, orally or in a record, outside this state.

SB483,117,16 (5) Publications, radio, television, or electronic communications. An offer to sell or to purchase is not made in this state when a publisher circulates or there is circulated on the publisher's behalf in this state a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this state, or that is published in this state but has had more than two-thirds of its circulation outside this state during the previous 12 months, or when a radio or television program or other electronic communication originating outside this state is received in this state. A radio, television program, or other electronic communication is considered as having originated in this state if either the broadcast studio or the originating source of transmission is located in this state, unless any of the following apply:

SB483,117,18 (a) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state.

SB483,117,21 (b) The program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this state for redistribution to the general public in this state.

SB483,117,25 (c) The program or communication is an electronic communication that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television, or other electronic system.

SB483,118,3 (d) The program or communication consists of an electronic communication that originates in this state, but which is not intended for distribution to the general public in this state.

SB483,118,8 (6) Investment advice and misrepresentations. Sections 551.403 (1), 551.404 (1), 551.405 (1), 551.502, 551.505, and 551.506 apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state.

SB483,118,14 551.614 Fees and expenses. (1) Registration and notice filing fees and reporting. (a) There shall be a filing fee of $750 for every registration statement filed under s. 551.303 or 551.304, and for every notice filing under s. 551.302. If a registration statement is denied or withdrawn before the effective date or a pre-effective stop order is entered under s. 551.306, or a notice filing is withdrawn, the filing fee shall be retained.

SB483,118,22 (b) 1. An indefinite amount of securities shall be registered for offer and sale in this state 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 division. The form shall require the registrant to do one of the following:

SB483,118,24 a. Elect not to include the information under subd. 1. b. and instead pay a fee of $1,500.

SB483,119,5 b. Report the amount of securities sold to persons in this state during the preceding fiscal year or, if the registration is terminated, during the portion of the preceding fiscal year during which the registration was effective, and pay a fee of 0.05 percent of the dollar amount of the securities sold to persons in this state, but not less than $150 nor more than $1,500.

SB483,119,14 2. An indefinite amount of securities is eligible for offer and sale in this state resulting from a notice filing under s. 551.302 for the initial offer of a federal covered security under section 18 (b) (2) of the Securities Act of 1933, if the filing party has notified the division of securities of the issuer's fiscal year, and the filing party pays the fee under par. (a). The filing party shall also, within 90 days after the end of each fiscal year following the filing under s. 551.302, and within 90 days after sales in this state have terminated, file a report to allow the division of securities to determine that the amount of the fee paid is correct. The report shall be on a form prescribed by rule of the division and shall require the filing party to do one of the following:

SB483,119,16 a. Elect not to include the information under subd. 2. b. and instead pay a fee of $1,500.

SB483,119,21 b. Report the amount of securities sold to persons in this state during the preceding fiscal year or, if sales have terminated, during the portion of the preceding fiscal year during which sales were made, and pay a fee of 0.05 percent of the dollar amount of the securities sold to persons in this state, but not less than $150 nor more than $1,500.

SB483,120,7 (2) Fees related to Broker-dealers, agents, investment advisers, investment adviser representatives, and federal covered advisers. Every applicant for an initial or renewal license under s. 551.401, 551.402, 551.403, or 551.404 shall pay a filing fee of $200 in the case of a broker-dealer or investment adviser and $30 in the case of an agent representing a broker-dealer or issuer or an investment adviser representative. Every federal covered adviser in this state that is required to make a notice filing under s. 551.405 shall pay an initial or renewal notice filing fee of $200. A broker-dealer, investment adviser, or federal covered adviser maintaining a branch office within this state shall pay an additional filing fee of $30 for each branch office. When an application is denied, or an application or a notice filing is withdrawn, the filing fee shall be retained.

SB483,120,11 (3) Examination expenses. 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 division of securities by rule prescribes.

SB483,120,15 (4) Other fees. The division of securities 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 division or an organization designated under s. 551.406 (1) (intro.).

SB483,120,18 (5) Fees paid to state. All fees and expenses collected by the division under this section shall be deposited into the general fund and credited to the appropriation account under s. 20.144 (1) (g).

SB483,120,22 551.615 Statutory policy. This chapter shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact the "Uniform Securities Act of 2002" and to coordinate the interpretation and administration of this chapter with related federal regulation.

SB483,120,24 subchapter Vii TRANSITION

SB483,121,2 551.701 Effective date. This chapter takes effect on the effective date of this section .... [revisor inserts date].

SB483,121,11 551.703 Application of act to existing proceeding and existing rights and duties. (1) Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this subsection .... [revisor inserts date], or may be instituted on the basis of conduct occurring before the effective date of this subsection .... [revisor inserts date], but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within 5 years after the effective date of this subsection .... [revisor inserts date], whichever is earlier.

SB483,121,18 (2) Continued effectiveness under predecessor act. All effective registrations under the predecessor act, and all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act, remain in effect while they would have remained in effect if this chapter had not been reenacted. They are considered to have been filed, issued, or imposed under this chapter, but are exclusively governed by the predecessor act.

SB483,121,23 (3) Applicability of predecessor act to offers or sales. The predecessor act exclusively applies to an offer or sale made within one year after the effective date of this subsection .... [revisor inserts date], pursuant to an offering made in good faith before the effective date of this subsection .... [revisor inserts date], on the basis of an exemption available under the predecessor act.

SB483, s. 17 Section 17. 552.01 (6) (c) of the statutes is amended to read:

SB483,122,4 552.01 (6) (c) Whose equity securities of any class are or have been registered under ch. 551 or predecessor laws, or are registered under section 12 of the securities exchange act of 1934 or which is an entity identified in s. 551.22 (3), (4) or (5) 551.201 (3); and

SB483, s. 18 Section 18. 552.05 (2) (intro.) of the statutes is amended to read:

SB483,122,10 552.05 (2) (intro.) The registration statement shall be filed on forms prescribed by the division, and shall be accompanied by a consent by the offeror to service of process specified in s. 551.65 (1) 551.611 and the filing fee specified in s. 552.15 (1), and shall contain the following information and such additional information as the division by rule prescribes:

SB483, s. 19 Section 19. 560.036 (1) (fm) 2. of the statutes is amended to read:

SB483,122,14 560.036 (1) (fm) 2. It serves as a manager, comanager or in any other underwriting capacity with regard to the sale of evidences of indebtedness or other obligations or as a broker-dealer as defined in s. 551.02 (3) 551.102 (4).

SB483, s. 20 Section 20. 611.76 (11) of the statutes is amended to read:

SB483,122,19 611.76 (11) Security regulation. The filing with the division of securities of a certified copy of the plan of conversion as approved by the commissioner constitutes registration under s. 551.27 551.305 of the securities authorized to be issued thereunder.

SB483, s. 21 Section 21. 644.22 of the statutes is amended to read:

SB483,122,23 644.22 Securities regulation. A membership interest in a domestic mutual holding company shall not constitute a security, as defined in s. 551.02 (13) 551.102 (28).

SB483, s. 22 Section 22. 893.66 (3) of the statutes is amended to read:

SB483,123,2 893.66 (3) This section does not apply to actions subject to s. 551.59 (5) 551.509 (10) or 553.51 (4).

SB483, s. 23 Section 23. 946.79 (1) (a) of the statutes is amended to read:

SB483,123,9 946.79 (1) (a) "Financial institution" means a bank, savings bank, savings and loan association, credit union, loan company, sales finance company, insurance premium finance company, community currency exchange, seller of checks, insurance company, trust company, securities broker-dealer, as defined in s. 551.02 (3) 551.102 (4), mortgage banker, mortgage broker, pawnbroker, as defined in s. 134.71 (1) (e), telegraph company, or dealer in precious metals, stones, or jewels.

SB483, s. 24 Section 24. 946.82 (4) of the statutes is amended to read:

SB483,123,25 946.82 (4) "Racketeering activity" means any activity specified in 18 USC 1961 (1) in effect as of April 27, 1982, or the attempt, conspiracy to commit, or commission of any of the felonies specified in: chs. 945 and 961, subch. V of ch. 551, and ss. 49.49, 134.05, 139.44 (1), 180.0129, 181.0129, 185.825, 201.09 (2), 215.12, 221.0625, 221.0636, 221.0637, 221.1004, 551.41, 551.42, 551.43, 551.44, 553.41 (3) and (4), 553.52 (2), 940.01, 940.19 (4) to (6), 940.20, 940.201, 940.203, 940.21, 940.30, 940.305, 940.31, 941.20 (2) and (3), 941.26, 941.28, 941.298, 941.31, 941.32, 942.09, 943.01 (2), (2d), or (2g), 943.011, 943.012, 943.013, 943.02, 943.03, 943.04, 943.05, 943.06, 943.10, 943.20 (3) (bf) to (e), 943.201, 943.203, 943.23 (1g), (2) and (3), 943.24 (2), 943.27, 943.28, 943.30, 943.32, 943.34 (1) (bf), (bm), and (c), 943.38, 943.39, 943.40, 943.41 (8) (b) and (c), 943.50 (4) (bf), (bm), and (c), 943.60, 943.70, 943.76, 943.81, 943.82, 943.83, 943.84, 943.85, 943.86, 943.87, 943.88, 943.89, 943.90, 944.21 (5) (c) and (e), 944.32, 944.33 (2), 944.34, 945.03 (1m), 945.04 (1m), 945.05 (1), 945.08, 946.10, 946.11, 946.12, 946.13, 946.31, 946.32 (1), 946.48, 946.49, 946.61, 946.64, 946.65, 946.72, 946.76, 946.79, 947.015, 948.05, 948.08, 948.12, and 948.30.

SB483, s. 25 Section 25. 972.085 of the statutes is amended to read:

SB483,124,8 972.085 Immunity; use standard. Immunity from criminal or forfeiture prosecution under ss. 13.35, 17.16 (7), 77.61 (12), 93.17, 111.07 (2) (b), 128.16, 133.15, 139.20, 139.39 (5), 195.048, 196.48, 551.56 (3) 551.602 (5), 553.55 (3), 601.62 (5), 767.87 (4), 885.15, 885.24, 885.25 (2), 891.39 (2), 968.26, 972.08 (1) and 979.07 (1) and ch. 769, provides immunity only from the use of the compelled testimony or evidence in subsequent criminal or forfeiture proceedings, as well as immunity from the use of evidence derived from that compelled testimony or evidence.

SB483, s. 26 Section 26. Effective date.

SB483,124,10 (1) This act takes effect on January 1, 2009.

SB483,124,11 (End)