(a) It shall be unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:

Terms Used In Hawaii Revised Statutes 485A-501

  • Commissioner: means the commissioner of securities of this State. See Hawaii Revised Statutes 485A-102
  • Federal covered security: means a security that is, or upon completion of a transaction will be, a covered security under section 18(b) of the Securities Act of 1933 (15 U. See Hawaii Revised Statutes 485A-102
  • Filing: means the receipt of a record required under this chapter by the commissioner or a designee of the commissioner. See Hawaii Revised Statutes 485A-102
  • Fraud: Intentional deception resulting in injury to another.
  • Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See Hawaii Revised Statutes 485A-102
  • Sale: includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value; and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. See Hawaii Revised Statutes 485A-102
  • Security: means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; variable annuity contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; in general, an interest or instrument commonly known as a "security"; or a 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. See Hawaii Revised Statutes 485A-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Hawaii Revised Statutes 485A-102
(1) To employ a device, scheme, or artifice to defraud;
(2) To make an untrue statement of a material fact or to fail to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading;
(3) To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person;
(4) To issue, circulate, or publish any prospectus, circular, advertisement, printed matter, document, pamphlet, leaflet, or other literature (in this chapter collectively referred to as “advertising matter”), which contains an untrue statement of a material fact or fails to state a material fact necessary to make the statements therein made, in light of the circumstances under which they are made, not misleading;
(5) To issue, circulate, or publish any advertising matter or make any written representation, unless the name of the person issuing, circulating, publishing, or making the same and the fact that the person is issuing, circulating, or making the same shall be clearly indicated thereon;
(6) To make any statement or representation or issue, circulate, or publish any advertising matter containing any statement, to the effect that the security has been in any way approved or endorsed by the commissioner; or
(7) To issue, circulate, or publish any advertising matter unless a copy thereof has been previously filed with the office of the commissioner, or unless the commissioner has by rule adopted or order issued under this chapter exempted the filing of any advertising material.
(b) Subsections (a)(5) and (7) shall not apply to any advertising matter that is covered by section 18(a) of the Securities Act of 1933 (15 U.S.C. § 77), and that relates to or is used in connection with the offer or sale of a federal covered security.

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