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497 (N.J. 1973). The "public interest" is a much litigated concept | | that has come to have settled meanings. See generally 6 L. Loss & | | J. Seligman, Securities Regulation 3103.5-3103.18 (3d ed. rev. | | 2002) (under federal securities laws). The public interest will not | | require imposition of a sanction for every minor or technical | | violation of subsection (d). |
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| | | 3. The term "foreign" means a jurisdiction outside of the | | United States, not a different state within the United States. |
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| | | 4. Section 412(a) through (c) authorizes the administrator to | | proceed against an entire firm, regardless of whether the | | administrator proceeds against any individual, when an individual | | partner, officer, or director or person occupying a similar | | status or performing similar functions, or a controlling person | | is disciplined under subsection (d), but only if proceeding | | against the entire firm is in the public interest. The discipline | | of such an individual may not automatically be used against a | | broker-dealer or investment adviser. When, however, there is a | | failure to reasonably supervise, see Section 412(d)(9) or control | | person liability, see Section 412(h), the administrator is | | empowered to proceed against a firm in an appropriate case. In | | Section 412, "any partner, officer, or director, any person | | occupying a similar status or performing similar function." can | | include a branch manager, assistant branch manager, or other | | supervisor. |
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| | | 5. In Section 412(d)(1) the completeness and accuracy of an | | effective application for registration is tested as of the | | appropriate effective date. An application that becomes | | incomplete or inaccurate after its effective date is not a ground | | for discipline under paragraph (d)(1). In an appropriate case, an | | action might be available under paragraph (d)(2) and Section | | 406(b). On the other hand, in a proceeding to deny effectiveness | | to a pending application for registration, the completeness and | | accuracy of the application is not limited to the effective date | | and can be judged on any date after filing. |
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| | | 6. The term "willfully" in Section 412(d)(2) and (11)(A) is | | discussed in Comment 2 to Section 508. |
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| | | 7. There is no time limit or statute of limitations on felony | | convictions in Section 412(d)(3) as a ground for disciplinary | | action. |
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| | | 8. The present tense of the verb "is" in Sections 412(d)(4) | | through (6) and (12) means that an injunction, order, | | adjudication, or determination that has expired or been vacated | | is no longer a ground for discipline. |
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