Chapter 2 Sections 1-6- state Regulation under The uniform securities Act- 23 questions Flashcards
Uniform Securities Act of 1956
Developed by National Conference of Commissioners on Uniform State Laws
Model legislation that most states follow closely
Model rules are passed to modify the 1956 laws
Not actual law
Used by the North American Securities Administrators Association. (NASAA)
North American Securities Administration Association
Advisory body of state securities registration
Administrator
Administrators state security law
Jurisdiction over registration of securities professionals and securities
May deny suspend or revoke registrations
Cease and desist orders
Registered persons only
May issue without a hearing and is an order to stop all illegal activities
Used if it appears that any registered person may be breaking the law
Stop orders
Either denies or halts effectiveness of any registration statement
Only applies to securities
Summary Order (acting summarily)
Regards to registration of securities and persons
Three cases:
1. Postponing/suspending the registration of a securities professional pending a final determination
- Postponing/suspending registration of a security
- Denying or revoking a specific security or transaction exemption
Administrator must notify parties of reasoning and that an appeal can be made 15 days after written request
Final order if not appealed
Final order
Ends litigation with a final decision
Administrator or a court rendering a judgement
Other than a summary order no final order may be entered without:
Appropriate notice
Opportunity for hearing
Written findings of fact and conclusions of law
Person defined
Individuals, corporations, partnerships, associations, joint stock company, or trust
Interest of beneficiaries evidenced by a security, unincorporated org, gov or political sub of gov.
Does not include:
Minors
Deceased individuals
Individuals legally declared mentally incompetent
Broker dealer defined
Doing business for own account or for account of others
Sometimes abbreviated BD
Register with both states and SEC
Acting for self = dealer
Acting for others = Broker
Register with both state and SEC
Agents
Represent a broker-dealer or issuer in effecting purchases or sales of securities
Always persons, not the broker-dealer itself
Registered representatives
Investment advisers
Engage in advising as to the value of securities
Must be compensated
Issues reports and analyses regarding securities
Under the National Securities Markets Improvement Act, they are registered with either the SEC (covered) or the state(state registered adviser) not both
Investment adviser reps aid the IA
Issuer
Certificates of participation or interest in oil or mining titles/ leases there are NO issuers
Issuers are usually corporations
Non issuer
Guarenteed
Exempt security
Exempt Transaction
- Transaction not involving original issuer
- Guaranteed as to payment of principal, interest or dividends, not capital gains
- No requirement to file advertising and are exempt from registration
- No requirement to be registered to sell security
Fraud
SRO
Solicitor
Intentional effort to deceive someone for profit
- Include FINRA, MSRB, CBOE
- Refers potential client to IAs
Registrant
Institution
Used by legal counsel to refer to securities professionals or issuers who have or are in process of registering with state
- Banks, insurance companies, investment companies, employee benefit plans over 1MM
Less protection comparatively due to greater sophistication
Retail client
Need more protection than institutions, includes accredited investors
State
Exclusion
Exemption
Includes territories and possession of the US, District of Columbia and Puerto Rico
Excluded completely from the definition
Exemption- normally covered but not subject to a specific provision
Four classes of individuals who fall under state securities law
Broker-dealers- legal persons (corps and partnerships)
Agents- always individuals
Investment advisers- generally legal persons such as corps and partnerships
Investment adviser reps- always individuals
Broker dealer state law defined
Any person (organization) with an established place of business in a state must register with the state
Agents work for broker-dealers
When broker-dealers trade for their customers (Broker), they are acting as an Agency
When they buy for own account (Dealer), they act in a principal capacity
Individuals trading for own account are individual investors not broker dealers
Broker dealers register with state they do business in and SEC
Persons not included in broker dealer definition
Agents
Issuers and
Banks, saving institutions and trust companies
Domestic commercial banks
Financial modernization act or
Grammy Leach-Bliley act of 1999
Financial institutions engaged in brokerage related securities activities are subject to SEC registration and applicable state law
Most banks participate through broker-dealer subsidiaries which are subject to state law when engaged in security transactions
The broker-dealer subsidiary is subject to registration