6.05 (1) (ae) Causing a class of equity securities of the issuer to be subject to delisting from a national securities exchange registered under the securities exchange act Securities Exchange Act of 1934, or cease to be authorized to be quoted in NASDAQ.
(am) Causing a class of equity securities of the issuer to be eligible for termination of registration, or suspension of reporting requirements, under the securities exchange act of 1934 or under ch. 551, Stats. SECTION 141. DFI-Sec 6.05 (2) is repealed.
SECTION 142. DFI-Sec 6.05 (2e) (intro.) and (f) are created to read:
6.05 (2e) (intro.) An issuer is not deemed to employ a “device, scheme or artifice to defraud” or to engage in an “act, practice or course of business which operates or would operate as a fraud or deceit” as described under sub. (1) if any of the following situations apply:
(f) The transaction meets the requirement of rule 13e-3 (g) (2) under the Securities Exchange Act of 1934.
SECTION 143. DFI-Sec 7.01 (2) (d) is amended to read:
SECTION 144. DFI-Sec 7.01 (3) (c) 1. and 2. and (d) 1. and 2. are amended to read:
_Hlk170474402DFI-Sec 7.01 (3) (c) 1. Reasonable transportation costs that may not exceed coach class air fare; . 2. Ground transportation costs that on a per day basis may not exceed the daily rate charged by a national car rental agency in that locale for a compact-sized car; and.
_Hlk170475704(d) 1. Reasonable transportation costs that may not exceed coach class air fare ; . 2. Ground transportation costs that are on a per day basis may not exceed the daily rate charged by a national car rental agency in that locale for a compact-sized car; and.
SECTION 145. DFI-Sec 7.01 (5) (d) is repealed.
SECTION 146. DFI-Sec 7.01 (6) (h) is amended to read:
DFI-Sec 7.06 (6) (h) Delinquent filing of investment company report of sales on Form RS-IC Uniform Investment Company Notice Filling Form NF $100.
SECTION 147. DFI-Sec 7.01 (8) (a) and (c) are repealed.
SECTION 148. DFI-Sec 7.02 (1) (c) is amended to read:
7.02 (1) (c) A circular, form letter, or other advertising record to be used in connection with a going-private transaction that is subject to the filing requirement in s. DFI-Sec 6.05 (1) (b) DFI-Sec 6.05 (2e) (b). SECTION 149. DFI-Sec 7.05 (2) (a), (b) and (c) are amended to read:
DFI-Sec 7.05 (2) (a) Personnel files of office employees, former employees and job applicants; .
(b) Communications with legal counsel;.
(c) Records obtained under a pledge or reasonable expectation of confidentiality; .
SECTION 150. DFI-Sec 7.06 (1) (intro.) and (a) are amended to read:
DFI-Sec 7.06 (1) (intro.) All financial statements required by ch. 551, Stats., or these rules shall are subject to all of the following, and must be: a(a) Prepared in accordance with generally accepted accounting principles; and. SECTION 151. DFI-Sec 8.01 (intro.) and (1) are amended to read:
DFI-Sec 8.01 (1) (intro.) Every request for a hearing shall be in the form of a written petition filed with the division. A petition is considered filed when it is received by the Division. A petition for a hearing to review an order shall comply with all of the following:
(1) Plainly admit or deny each specific allegation, finding or conclusion in the order and incorporated papers. However, if the petitioner lacks sufficient knowledge or information to permit an admission or denial, the petition shall so state, and that statement shall have the effect of a denial; and.
DFI-Sec 8.02 A notice of hearing shall state the names of the parties to the hearing and the name of the hearing examiner. Unless otherwise provided in the notice of hearing, the decision of the hearing examiner shall be the final decision of the division. Every party so directed in the notice of hearing shall file an answer plainly admitting or denying each specific allegation and setting forth affirmative defenses. The party's answer shall also include notice of any motions specified in s. 802.06, Stats., that the party intends to present. Unless a different time is provided in the notice of hearing, or by the designated hearing examiner for cause shown, every answer shall be filed not later than 10 business days before the date of the hearing, or if a prehearing conference has been scheduled, not later than 5 business days before the date of the prehearing conference. Affirmative defenses, and motions required to be submitted with the party's answer, not raised by in the answer as herein provided may be deemed waived. SECTION 153. DFI-Sec 8.04 is amended to read:
DFI-Sec 8.04 All pleadings, briefs, decisions and orders filed or issued in connection with any administrative proceeding under this chapter shall be captioned “Before the division State of Wisconsin, Department of Financial Institutions, Division of Securities, State of Wisconsin” and shall be entitled “In the Matter of (name of party or parties), Petitioner (or Respondent).”
DFI-Sec 8.05 (2) A written transcript of proceedings shall be prepared upon the written request in writing of any of the following:
(a) Of any Any party, for the purpose of seeking a rehearing or judicial review; or .
(b) Of any Any person, upon tender of the estimated costs of transcription, adjusted to reflect the actual costs when determined.
DFI-Sec 8.06 A copy of every order issued without a hearing shall be sent promptly by certified mail to each party named in the order at his or her last known address or to the party's attorney of record, or shall be personally served upon the party or the party's attorney of record as provided in s. 227.48, Stats., and such service shall be considered a reasonable step to give notice, as that term is used in s. 551.611 (3) (a), Stats. SECTION 156. DFI-Sec 8.07 is amended to read:
DFI-Sec 8.07 Every order or other document is effective and issued when signed. Mailing of any order or other document under this chapter Unless required by rule or statute to be served by other means, mailing under this chapter of any order or other document by the division through first class mail to the last known address of any person, or personal service, constitutes effective service and notice thereof to the person, provided that if. If the person is a corporation, service by certified mail mailing by first class mail to the corporation’s registered agent at the registered agent’s last known address also constitutes effective service and notice to the corporation.
SECTION 157. DFI-Sec 9.01 and Note are repealed and recreated to read:
DFI-Sec 9.01 Forms.
1(1) The following forms are prescribed for use under ch. 551, Stats., and may be accessed from the division of securities website at https://dfi.wi.gov: a(a) Securities registration application, notice filing and reporting forms: 11. Forms issued by the North American Securities Administrators Association: aa. U-1. Uniform application to register securities. bb. U-2. Uniform consent to service of process. cc. U-2A. Uniform corporate resolution. dd. U-7. Small corporate offering registration (SCOR) form. ee. NF. Uniform investment company notice filing. ff. AI. Model accredited investor exemption uniform notice of transaction. 22. Forms issued by the division: gg. DOSSOI. Solicitation of interest form. b(b) Registration application, notice filing and reporting forms: 11. Forms issued by the U.S. Securities and Exchange Commission and filed through the Central Registration Depository or Investment Adviser Registration Depository systems: aa. ADV. Uniform application for investment adviser registration and the form that shall be used by a federal covered investment adviser making an initial or renewal filing under s. 551.405 (3) or (4), Stats. bb. ADV-W. Application for withdrawal of investment adviser registration. cc. BD. Uniform application for registration or membership as a broker-dealer or to amend such application. dd. BR. Broker-dealer or state-registered investment adviser uniform branch office registration form. ee. BDW. Uniform request for broker-dealer withdrawal. ff. U4. Uniform application for securities industry registration. gg. U5. Uniform termination notice for securities industry representative and/or agent. 22. Forms issued by the division: hh. DOSBDAA. Broker-dealer application activities questionnaire. ii. DOSASIM. Application for agent registration to simultaneously represent more than one broker-dealer or issuer. jj. DOSAIR. Application for renewal of an agent for issuer registration. kk. DOSIAAA. Investment adviser applicant activities questionnaire. ll. DOSIADS. Investment adviser designation of supervisor. mm. DOSIAFC. Financial certification by investment adviser that it will comply with the net capital requirement at all times. 2(2) Any other application, form, or notice under ch. 551, Stats., shall include the information specified in the applicable statutory section or rule, and may be filed with the division in the form of a letter or memorandum. Note: The address for the division of securities is 4822 Madison Yards Way, North Tower, 4th Floor, P.O. Box 1768, Madison, WI 53701-1768. The telephone number for the division is 608-261-9555. The internet address is https://dfi.wi.gov. SECTION 158. DFI-Sec 10.02 (5) (b) (intro.) and (6) are amended to read:
DFI-Sec 10.02 (5) (b) (intro.) For purposes of this chapter, a certification or professional designation does not include a job title within an organization that is licensed or registered by a state or federal financial services regulatory agency, when that job title does either of the following, or both one or more of the following:
(6) Nothing in this chapter shall limit limits the division's authority to enforce existing provisions of law.
SECTION 159. DFI-Sec 11.03 (2) is amended to read:
DFI-Sec 11.03 (2) Is derived from state and federal investment advisory statutes, rule rules and regulations, securities industry rules and regulations, and accepted standards and practices in the financial services industry.
SECTION 160. DFI-Sec 31.01 (1) is renumbered DFI-Sec 31.01 (1m) and (1m) (a) (intro.) and (b) (intro.), as renumbered, are amended to read:
DFI-Sec 31.01 (1m) (a) (intro.) “Franchise fee” within the meaning of under s. 553.03 (5m), Stats., may be determined by the division to include, but not necessarily be limited to includes any of the following: (b) (intro.) “Franchise fee” under s. 553.03 (5m), Stats., does may not include any of the following: SECTION 161. DFI-Sec 31.01 (2) (intro.), (a), (b), (d), and (e) (intro.) and 1., (4) (intro.) and (d), (5), and (6) are amended to read:
DFI-Sec 31.01 (2) (intro.) “Material event or material change" within the meaning of , as that term is used in s. 553.31 (1), Stats., shall include, but not be limited to, includes the following: (a) The termination, closing, or failure to renew during any 3-month period of 1) the any of the following:
1. The greater of 1% or 5 of all franchises of a franchisor regardless of location or 2) the.
2. The lesser of 15% or 2 of the franchises of a franchisor located in the state of Wisconsin.
(b) Any change in control, corporate name, or state of incorporation, or reorganization of the franchisor whether or not the franchisor or its parent, if the franchisor is a subsidiary, is required to file reports under section 12 of the securities exchange act Securities Exchange Act of 1934.
(d) The commencement of any new product, service, or model line involving, directly or indirectly, additional investment by any franchisee or the discontinuation or modification of the marketing plan or system of any product or service of the franchisor where the total sales from such product or service exceeds 20% of the gross sales of the franchisor on an annual basis.
(e) An adverse financial development involving the franchisor or the franchisor's parent company, controlling person, or guarantor of the franchisor's obligations. In this paragraph, “adverse financial development" includes, but is not limited to any of the following:
1. The filing of a petition under federal or state bankruptcy or receivership laws; or.
