LD 509
pg. 38
Page 37 of 183 An Act To Adopt the Maine Uniform Securities Act Page 39 of 183
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LR 441
Item 1

 
Study, 25 J. Corp. L. 307 (2000), explaining that there had been
792 cases decided to that date in which the definition of a
security played a prominent role. Id. at 308. Some 461 of the 792
cases (58 percent) concerned investment contracts. Id. at 322. A
number of states, by statute, rule, or case law have also adopted
the "risk capital" test to find a security when an investment is
subject to the risks of an enterprise with the expectation of
profit or other valuable benefit and the investor has no direct
control over the management of the enterprise. See, e.g., 2 Loss &
Seligman, supra, at 939-940 n.50.

 
29. Section 102(29): Self-regulatory organization: Prior
Provision: RUSA Section 101(17). This definition was added by
RUSA and is based on a counterpart provision in the American Law
Institute Federal Securities Code. At the current time national
securities exchanges are registered under Section 6 of the
Securities Exchange Act of 1934; national securities associations
under Section 15A; clearing agencies under Section 17A; and the
Municipal Securities Rulemaking Board under Section 15B.

 
30. Section 102(30): Sign: No Prior Provision. This
definition is intended to facilitate electronic signatures, to
the extent permitted by Section 105.

 
31. Section 102(31): State: Prior Provisions: 1956 Act
Section 401(m); RUSA Section 101(18). This is the standard
definition used by the National Conference of Commissioners on
Uniform State Laws. It does include territories and possessions
of the United States, as well as the District of Columbia and
Puerto Rico, but does not include foreign governments, their
territories, or their possessions. In this Act "foreign" always
refers to activity, a government, or person outside of the United
States, not a different state within the United States.

 
Maine Comments

 
1. Section 16102(4)(B): The definition of "broker-dealer" in
the Revised Maine Securities Act ("predecessor act") similarly
excluded issuers, but explicitly stated that the exclusion does
not apply to issuers "effecting transactions other than with
respect to its own securities." Maine has not retained this
explicit statement because it is clear that the issuer exclusion
is not intended to apply to issuers that are effecting
transactions other than with respect to their own securities.

 
2. Section 16102(11)(J-K): For these selected paragraphs,
Maine has adopted a threshold of $5,000,000 (similar to the
Revised Maine Securities Act) rather than the model Uniform
Securities Act
threshold of $10,000,000.


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