§ 71-306 — Repealed

Oklahoma § 71-306

• Jurisdiction: Oklahoma
• Title 71: Securities

Text

Repealed by Laws 2003, c. 347, § 53, eff. July 1, 2004. NOTE: Prior to repeal, this section was amended to read as follows: (a) The Administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the Administrator finds that: (1) the order is in the public interest; and (2) (A) the registration statement as of its effective date or as of any earlier date in the case of an order denying effectiveness, or any report under Section 305(i) of this title is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact; (B) any provision of the Oklahoma Securities Act or any rule, order, or condition lawfully imposed under said act has been willfully violated, in connection with the offering, by: (i) the person filing the registration statement, (ii) the issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer, or (iii) any underwriter; (C) the security registered or sought to be registered is the subject of any administrative stop order 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; provided, however: (i) the Administrator may not institute a proceeding against an effective registration statement under this subparagraph more than one (1) year from the date of the order or injunction relied on, and (ii) may not enter an order under this subparagraph on the basis of an order or injunction entered under any other state act unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this section; (D) the issuer's enterprise or method of business includes or would include activities which are illegal where performed; (E) the offering has worked or tended to work a fraud upon purchasers or would so operate; (F) the offering has been or would be made or is being made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participation, or unreasonable amounts or kinds of options, profits, compensation, or remuneration paid directly or indirectly to any officer, director, employee, contractor or agent; (G) when a security is sought to be registered by notification, it is not eligible for such registration; (H) when a security is sought to be registered by coordination there has been a failure to comply with the undertaking required by Section 303(b)(4) of this title; or (I) an order has been issued by a court of competent jurisdiction under subsection (e) of this section or Section 406 of this title against the issuer of any security registered or sought to be registered under the Oklahoma Securities Act. The Administrator may not institute a stop order proceeding against an effective registration statement on the basis of a fact or transaction known to the Administrator when the registration statement became effective unless the proceeding is instituted within the next thirty (30) days. (b) (1) If the Administrator makes written findings of fact to support the conclusion that the public interest will be harmed by delay in issuing an order pursuant to subsection (a) of this section, the Administrator may by order summarily postpone or suspend the effectiveness of the registration statement pending final determination of any proceeding under this section. (2) Upon the entry of the summary order, the Administrator shall promptly notify each person specified in subsection (c) of this section: (A) that the summary order has been entered and the reasons therefor; (B) that the person subject to the summary order, if desiring a hearing, must make written request for a hearing to the Administrator within fifteen (15) days after service of the notice is effective; (C) that within fifteen (15) days after receipt by the Administrator of a written request the matter will be set for hearing to determine whether the summary order should be modified, vacated or extended pending final determination of any proceeding under subsection (a) of this section; and (D) that a hearing shall be commenced within fifteen (15) days of the matter being set for hearing. (3) The summary order shall remain in effect until the conclusion of the hearing on the summary order unless the Administrator or the Administrator’s designee extends the summary order pending a final determination of any proceeding under subsection (a) of this section. If no hearing is requested within thirty (30) days after service of the summary order and none is ordered by the Administrator, the summary order becomes final by operation of law. If a request for hearing on the summary order is timely made and if the hearing is not commenced by the Administrator within the time limit set forth herein, the summary order shall dissolve and a final order shall not be issued pursuant to subsection (a) of this section except upon reasonable notice and opportunity for a hearing. (c) Except as provided in paragraph (1) of subsection (b) of this section or unless the right to notice and hearing is waived by the person against whom the stop order is issued, no stop order may be issued under this section without notice and opportunity for hearing as required by the Administrative Procedures Act. If the person to whom notice is addressed does not request a hearing within fifteen (15) days after the service of said notice is effective, a final order as provided in subsection (a) of this section may be issued. (d) The Administrator may vacate or modify a stop order if the Administrator finds that the conditions which prompted its entry have changed or that it is otherwise in the public interest to do so. (e) The Administrator may apply to the district court of Oklahoma County or the district court of any other county where service can be obtained for an order appointing a conservator of, and directing the conservator to rehabilitate, any issuer upon one or more of the following grounds. That the issuer: (1) is impaired or insolvent, or is in imminent danger of becoming impaired or insolvent; (2) has ceased transacting business for a period of one (1) year; (3) is insolvent and has commenced voluntary liquidation or dissolution, or is attempting to commence or prosecute any action or proceeding to liquidate its business or affairs, or to dissolve its corporate charter, or to procure the appointment of a receiver, trustee, custodian, or sequestrator; (4) has refused to comply with any lawful order of the Administrator; (5) has refused to submit its books, records and accounts relating to its financial affairs to reasonable examination by the Administrator; (6) has transferred or attempted to transfer substantially its entire property or business, to the detriment of its stockholders; or (7) has willfully violated its charter or any law of this state. The conservator may, if all reasonable efforts to rehabilitate the issuer fail, apply to the court for any order directing liquidation and dissolution of any such issuer. Added by Laws 1959, p. 339, § 306, eff. July 1, 1959. Amended by Laws 1967, c. 395, § 1, emerg. eff. May 23, 1967; Laws 1968, c. 406, § 1, emerg. eff. May 17, 1968; Laws 1992, c. 241, § 14, eff. July 1, 1992; Laws 1995, c. 196, § 11, eff. July 1, 1995; Laws 1997, c. 279, § 11, eff. July 1, 1997; Laws 1998, c. 152, § 8, eff. July 1, 1998; Laws 1999, c. 109, § 4, eff. July 1, 1999; Laws 2003, c. 493, § 4, eff. Nov. 1, 2003.

Legislative History

Repealed by Laws 2003, c.