| | |
| Nonetheless several sections of this Act are identical or | | substantively identical to sections of the 1956 Act or RUSA. It is | | not intended that adoption of a new Uniform Securities Act will | | reject earlier case decisions interpreting identical or | | substantively identical sections of the 1956 Act or RUSA unless | | specifically so stated in the Official Comments. |
|
| | | The Act is solely a new Uniform Securities Act. It does not | | codify or append related regulations or guidelines. The Act also | | authorizes state administrators in Section 203 to adopt further | | exemptions without statutory amendment. The Drafting Committee | | did not address state tender offer or control share provisions in | | its preparation of this Act. |
|
| | | The Act includes subheadings within sections as an aid to | | readers. Unlike section captions, subheadings are not a part of | | the official text. Each jurisdiction in which this Act is | | introduced may consider whether to adopt the subheadings as a | | part of the statute and whether to adopt a provision clarifying | | the effect, if any, to be given to the headings. |
|
| | | The Drafting Committee reviewed several drafts in meetings | | between 1998 and 2002. The drafts were made available on NCCUSL's | | public website before the meetings. The meetings were publicly | | noticed and open to all who wished to attend. The Committee had | | the assistance of advisors, consultants, and observers from | | several interested groups, including, among others, the American | | Bankers Association, the American Bar Association, the American | | Council of Life Insurers, the Certified Financial Planner Board | | of Standards, the Financial Planning Association, the Investment | | Company Institute, the Investment Counsel Association of America, | | the National Association of Securities Dealers, Inc., the New | | York Stock Exchange, the North American Securities Administrators | | Association, the Securities and Exchange Commission, and the | | Securities Industry Association. In addition, the Reporter and | | the Chair met on several occasions with committees or | | representatives of these and other groups. |
|
| | | In drafting the new Act, the Reporter and the Drafting | | Committee recognized two fundamental challenges. First, there was | | a general recognition among all involved of the desirability of | | drafting an Act that would receive broad support. The success of | | RUSA had been limited because of fundamental differences among | | relevant constituencies on several issues. After the National | | Securities Markets Improvement Act of 1996 preempted specified | | aspects of state securities law with respect to federal covered | | securities, the opportunity to draft an Act in a less contentious | | atmosphere was available. Given the number of industry, investor, | | and regulatory interests affected by the Act and the complexity |
|
|