Alaska Statutes 45.56.230 – Denial, suspension, and revocation of securities registration

(a) The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the order is in the public interest and that

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Terms Used In Alaska Statutes 45.56.230

administrator: means the commissioner of commerce, community, and economic development or a designee of the commissioner. See Alaska Statutes 45.56.900
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
filing: means the receipt under this chapter of a record by the administrator or a designee of the administrator. See Alaska Statutes 45.56.900
Fraud: Intentional deception resulting in injury to another.
Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
issuer: means a person that issues or proposes to issue a security, subject to the following:
(A) the issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager under the trust or other agreement or instrument under which the security is issued. See Alaska Statutes 45.56.900
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
person: means an individual, a corporation, a partnership, a limited liability company, a limited partnership, a limited liability partnership, an association, a joint-stock company, a trust in which the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government. See Alaska Statutes 45.56.900
security: means a note. See Alaska Statutes 45.56.900
state: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Alaska Statutes 45.56.900

(1) the registration statement as of the effective date of the registration statement or before the effective date in the case of an order denying effectiveness, an amendment under Alaska Stat. § 45.56.190(j) as of the effective date of the amendment, or a report under Alaska Stat. § 45.56.190(i) is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) this chapter or a regulation adopted, order issued, or condition imposed under this chapter has been wilfully violated in connection with the offering by

(A) the person filing the registration statement;

(B) the issuer, a partner, officer, or director of the issuer or a person having a similar status or performing a similar function;

(C) a promoter of the issuer;

(D) a person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or

(E) an underwriter;

(3) the security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative stop order or similar order issued under any federal, foreign, or state law other than this chapter applicable to the offering; the administrator may not institute a proceeding against an effective registration statement under this paragraph more than one year after the date of the order or injunction on which it is based, and the administrator may not issue an order under this paragraph based on an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;

(4) the issuer’s enterprise or method of business includes or would include activities that are unlawful where performed;

(5) with respect to a security sought to be registered under Alaska Stat. § 45.56.170, there has been a failure to comply with the undertaking required by Alaska Stat. § 45.56.170(b)(3);

(6) the applicant or registrant has not paid the filing fee; the administrator shall void the order if the deficiency is corrected and the order was based solely on the nonpayment of the filing fee; or

(7) the offering

(A) will work or tend to work a fraud on purchasers or would operate to work or tend to work a fraud on purchasers;

(B) has been or would be made with unreasonable amounts of underwriters’ and sellers’ discounts, commissions, or other compensation, or promoters’ profits or participations, or unreasonable amounts or kinds of options; or

(C) is being made on terms that are unfair, unjust, or inequitable.

(b) To the extent practicable, the administrator shall, by a regulation adopted or order issued under this chapter, publish standards that provide notice of conduct that violates (a)(7) of this section.

(c) The administrator may not institute a stop order proceeding against an effective registration statement based on conduct or a transaction known to the administrator when the registration statement became effective unless the proceeding is instituted within 30 days after the registration statement became effective.

(d) The administrator may summarily revoke, deny, postpone, or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding. Upon the issuance of the order, the administrator shall promptly notify each person specified in (e) of this section that the order has been issued, the reasons for the revocation, denial, postponement, or suspension, and that, within 15 days after the receipt of a request in a record from the person, the matter will be scheduled for a hearing. If, within 30 days after the date of service of the order, a hearing is not requested and none is ordered by the administrator, the order becomes final. If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.

(e) A stop order may not be issued under this section without

(1) appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;

(2) an opportunity for hearing conducted in the manner provided in Alaska Stat. § 45.56.690(c); and

(3) findings of fact and conclusions of law in a record.

(f) The administrator may modify or vacate a stop order issued under this section if the administrator finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

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