S.P. 152 - L.D. 472
Be it enacted by the People of the State of Maine as follows:
Sec. 1. 32 MRSA §10301, sub-§2, as amended by PL 1997, c. 168, §1, is further amended to read:
2. Employment of unlicensed persons. It is unlawful for any issuer or broker-dealer licensed under this Act to employ or contract with a person as a sales representative in this State unless the sales representative is licensed or exempt from licensing under this Act.
Sec. 2. 32 MRSA §10301, sub-§3, as amended by PL 1989, c. 542, §8, is further amended to read:
3. Employment of suspended or barred persons. It is unlawful for a broker-dealer, investment adviser or an issuer engaged in offering securities in this State in connection with any of the broker-dealer's, investment adviser's or issuer's securities activities in this State to employ or contract with any person who is then suspended or barred from association with a broker-dealer or investment adviser by the administrator. No broker-dealer, investment adviser or issuer may be deemed to have violated this subsection if the broker-dealer, investment adviser or issuer sustains the burden of proof that the broker-dealer, investment adviser or issuer did not know and in the exercise of reasonable care could not have known of the suspension or bar. Upon request from a broker-dealer, investment adviser or issuer and for good cause shown, the administrator, by order, may waive the prohibition of this subsection with respect to a particular person then suspended or barred.
Sec. 3. 32 MRSA §10302, sub-§2, ¶A-2 is enacted to read:
A-2. A sales representative acting for a broker-dealer licensed under section 10301, subsection 1, in effecting in this State transactions exclusively with financial and institutional investors acting for themselves or in a fiduciary capacity.
Sec. 4. 32 MRSA §10306, sub-§3, as enacted by PL 1985, c. 400, §2, is amended to read:
3. Branch offices. For purposes of this section, a "branch "Branch office" means each any office of a broker-dealer or investment adviser located in this State, other than the principal office of the broker-dealer in this State from which 3 or more sales representatives transact business or investment adviser.
Sec. 5. 32 MRSA §10311, sub-§3 is enacted to read:
3. Successor firms. A successor firm shall file a license application with the administrator within 30 days of becoming a successor firm as described in section 10501, subsection 21.
Sec. 6. 32 MRSA §10313, sub-§1, as amended by PL 1997, c. 660, Pt. C, §1, is further amended by amending the first paragraph to read:
1. Denial, suspension, revocation. The administrator may, after notice and opportunity for hearing, by order, deny, suspend or revoke any license, limit the activities which that an applicant or licensee may perform in this State or censure or bar any applicant or licensee from association with a an issuer, licensed broker-dealer or investment adviser, if the administrator finds that the order is in the public interest and that the applicant or licensee or, in the case of a broker-dealer or investment adviser, any partner, executive officer or director, any person occupying a similar status or performing similar functions or any person directly or indirectly controlling the broker-dealer or investment adviser:
Sec. 7. 32 MRSA §10313, sub-§1, ¶F, as amended by PL 1989, c. 542, §25, is further amended by amending subparagraph (1) to read:
(1) An order by the securities agency or administrator of another state, Canadian province or territory or, the United States Securities and Exchange Commission, or the National Association of Securities Dealers entered after notice and opportunity for hearing, barring the applicant or denying, suspending or revoking the applicant's license as a broker-dealer, sales representative or investment adviser, or the substantial equivalent of those terms as defined in this Act;
Sec. 8. 32 MRSA §10313, sub-§4, as amended by PL 1989, c. 542, §26, is further amended to read:
4. Cancellation. If the administrator finds that any applicant or licensee is no longer in existence or has ceased to do business as a broker-dealer, sales representative or investment adviser, or is a successor firm that has failed to comply with section 10311, subsection 3, is subject to an adjudication of mental incompetence or to the control of a committee, conservator or guardian, or cannot can not be located after reasonable search, the administrator may, by order, cancel the license or application.
Sec. 9. 32 MRSA §10404, sub-§5, as enacted by PL 1987, c. 592, is amended to read:
5. Simplified statement. For purposes of simplifying the registration statement for smaller offerings and promoting uniformity with other states, the superintendent administrator may adopt, by rule promulgated adopted in accordance with the Maine Administrative Procedure Act, Title 5, chapter 375, a form to be used as the registration statement for securities being registered under this section and sold in offerings in which the aggregate offering price does not exceed the maximum amount specified in the rule. The form need not require all the information included in this section and may require information not included in this section.
Sec. 10. 32 MRSA §10501, sub-§3, as amended by PL 1989, c. 542, §38, is further amended to read:
3. Filing. "Filing" means the receipt of any document by the administrator or designee of the administrator for filing.
Sec. 11. 32 MRSA §10501, sub-§18, as amended by PL 1997, c. 168, §23, is further amended to read:
18. Security. "Security" means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; any limited partnership interest; collateral-trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; documents of title to and or certificates of interest or participation in an oil, gas or other mineral title or lease or in payments out of production under such any title, lease, right or royalty; any put, call, straddle or option entered into a national securities exchange relating to foreign currency; any put, call, straddle or option 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. "Security" does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or some other specified period or any interest in a contributory or noncontributory pension or welfare plan subject to the United States Employee Retirement Income Security Act of 1974.
Sec. 12. 32 MRSA §10501, sub-§21 is enacted to read:
21. Successor firm. "Successor firm" includes any broker-dealer or investment adviser whose direct or indirect ownership or control has changed by more than 45% within a 10-year period.
Sec. 13. 32 MRSA §10502, sub-§1, ¶C, as amended by PL 1993, c. 257, §10, is further amended to read:
C. Any security issued by and representing an interest in or a direct obligation of, or guaranteed by, any depository institution or depository institution holding company, the deposit accounts of which are insured by the Federal Deposit Insurance Corporation or any successor to this agency authorized by federal law or a deposit insurance fund expressly authorized by state law and supervised by a state governmental official or agency. This exemption does not apply to securities representing an interest in a depository institution that is required by law to have as its majority shareholder a mutual holding company, to securities convertible into those securities or to warrants, options or rights to purchase those securities;
Sec. 14. 32 MRSA §10502, sub-§2, as amended by PL 1997, c. 168, §§24 and 25, is further amended by amending the first paragraph to read:
2. Exempt transactions. The following transactions are exempted from sections section 10401 and 10504:
Sec. 15. 32 MRSA §10601, sub-§3, as amended by PL 1989, c. 542, §46, is further amended to read:
3. Oaths; subpoenas; production of matters. For purposes of any investigation or proceeding under this Act, the administrator or any officer or employee designated by rule or order, may administer oaths and affirmations, take evidence, issue subpoenas to require the attendance of witnesses, compel testimony and require the production of any matter, including, but not limited to, books, papers, correspondence, memoranda, agreements or other documents or records, which is relevant to the inquiry.
The administrator may require or permit any person to file a statement in writing, under oath or otherwise as the administrator may determine, as to the facts and circumstances concerning the matter to be investigated. It is unlawful to fail to provide promptly any written statement if requested.
Nothing in this subsection may prevent an individual from asserting the privilege against self-incrimination.
Sec. 16. 32 MRSA §10602, sub-§1, ¶C, as amended by PL 1991, c. 509, §35, is further amended to read:
C. Bar that person from association with any licensed issuer, broker-dealer or investment adviser in this State, but in each case only after compliance with section 10708, subsection 6;
Sec. 17. 32 MRSA §10602, sub-§3, as enacted by PL 1991, c. 82, §9, is amended to read:
3. Liability of control persons. In an administrative action brought by the administrator, or a civil action brought by the Attorney General for a violation of any provision of this Act or any rule or order adopted or issued by the administrator pursuant to this Act, every person who directly or indirectly controls another person liable for the violation, every partner, officer or director of that other person, every person occupying a similar status or performing similar functions, every employee of that other person who materially aids in the act or transaction constituting the violation and every broker-dealer or sales representative who materially aids in the act or transaction constituting the violation is liable to the same extent as that other person, unless the person otherwise secondarily liable under this Act proves that the person did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. Any of the remedies authorized by section 10603, subsections 1 and 2 may be granted with respect to a person secondarily liable under this subsection. This subsection is not intended to abrogate any right to contribution that may exist at common law with respect to an award of restitution.
Sec. 18. 32 MRSA §10702, sub-§1, as amended by PL 1989, c. 542, §57, is further amended to read:
1. Cooperation. The administrator and the employees of the administrator may cooperate, including bearing the expense of the cooperation, with the securities agencies or securities administrator of another state or Canadian province or territory or another country, the United States Securities and Exchange Commission, the United States Commodity Futures Trading Commission, the Federal Trade Commission, the United States Securities Investor Protection Corporation, any self-regulatory organization established under the United States Securities Exchange Act of 1934 or the United States Commodity Exchange Act, any national or international organization of securities officials or agencies and any governmental law enforcement agency.
Effective September 18, 1999, unless otherwise indicated.
| Revisor of Statutes Homepage | Subject Index | Search | Laws of Maine | Maine Legislature |
