Louisiana Revised Statutes 51:707 – Denial, suspension, or revocation of registration
Terms Used In Louisiana Revised Statutes 51:707
- Commissioner: means the commissioner of financial institutions who is also the commissioner of securities. See Louisiana Revised Statutes 51:702
- Executive officer: means the president, the principal financial officer, the principal operating officer, each vice president with responsibility involving policy-making functions for a significant aspect of a person's business, the secretary, the treasurer, or any other person performing similar functions with respect to any organization, whether incorporated or unincorporated. See Louisiana Revised Statutes 51:702
- 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 every person who issues or proposes to issue any security, except that with respect to certificates of deposit, voting-trust certificates, or collateral-trust certificates or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions or in an unincorporated investment trust of the fixed, restricted management, or unit type, the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued, except that:
(a) In the case of an unincorporated association which provides by its articles for limited liability of any or all of its members or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity. See Louisiana Revised Statutes 51:702
- 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, an association, a joint-stock company, a trust where the interest of the beneficiaries is evidenced by a security, or any unincorporated organization. See Louisiana Revised Statutes 51:702
- Prospectus: means any notice, circular, advertisement, sales literature, letter, offering circular, offering sheet, or communication, written or by radio or television, which offers any security for sale or which is used in connection with any such offer or which confirms the sale of any security, except that:
(a) A confirmation of the sale of a security which is sent or given after the effective date of the registration statement shall not be deemed a prospectus if it is proved that prior to or at the same time with such confirmation a written prospectus, meeting the requirements of La. See Louisiana Revised Statutes 51:702
- Security: means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral-trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof); or, in general, any interest or instrument commonly known as a "security"; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. See Louisiana Revised Statutes 51:702
- State: means any state (or a designated state), territory, or possession of the United States, the District of Columbia, Puerto Rico and the Virgin Islands. See Louisiana Revised Statutes 51:702
- Underwriter: means any person who has purchased from an issuer or an affiliate of an issuer with a view to the distribution or offers or sells for an issuer or an affiliate of an issuer in connection with the distribution of any security or participates or has a direct or indirect participation in any such undertaking or participates or has a participation in the direct or indirect underwriting of any such undertaking, provided that:
(a) A person shall be presumed not to be an underwriter with respect to any securities which he has owned beneficially for at least one year. See Louisiana Revised Statutes 51:702
A. The commissioner may issue a stop order denying effectiveness to or suspending or revoking the effectiveness of, any registration, and shall give notice of such issuance pursuant to La. Rev. Stat. 51:716, if he finds that the order is in the public interest and that:
(1) The registration statement as of its effective date, or as of any earlier date in the case of an order denying effectiveness, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(2) Any prospectus used or to be used in connection with the offering contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(3) This Part or any rule, order, or condition lawfully imposed under this Part has been willfully violated in connection with the offering by:
(a) The person filing the registration statement.
(b) The issuer, any partner, executive officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any affiliate, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer.
(c) Any underwriter.
(4) The security registered or sought to be registered is the subject of a stop order of any federal or state securities commission or agency or similar order or a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal or state act applicable to the offering, but:
(a) The commissioner may not institute a proceeding against an effective registration statement under this Paragraph more than one year from the date of the order or injunction relied on.
(b) The commissioner may not enter an order under this Paragraph on the basis of an order or injunction entered under any other federal or state act unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this Section.
(5) The offering has worked or tended to work a fraud upon purchasers or would so operate.
(6) The security is sought to be registered by notification and is not eligible for such registration.
B. The commissioner may by order summarily postpone or suspend the effectiveness of the registration statement pending final determination of any proceeding under this Section. Upon the entry of the order, the commissioner shall promptly notify by telephone or telegraph the issuer, any person on whose behalf such distribution is being made, and the representative of the underwriters that it has been entered and of the reasons therefor and that within fifteen days after the receipt of a written request the matter will be set down for hearing. If no hearing is requested and none is ordered by the commissioner, the order will remain in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after notice of an opportunity for hearing to each person specified in La. Rev. Stat. 51:716(A), may modify or vacate the order or extend it until final determination.
C. No stop order issued under any part of this Section except the first sentence of Subsection B of this Section shall become effective until and unless the commissioner has complied with La. Rev. Stat. 51:716.
D. The commissioner may vacate or modify a stop order if he finds that the conditions which prompted its entry have changed or that it is otherwise in the public interest to do so.
Acts 1985, No. 722, §1.