(1)  With the concurrence of the commission, the director, by means of an adjudicative proceeding conducted in accordance with Title 63G, Chapter 4, Administrative Procedures Act, may issue a stop order that denies effectiveness to, or suspends or revokes the effectiveness of, any securities registration statement and may impose a fine if the director finds that the order is in the public interest and that:

Terms Used In Utah Code 61-1-12

  • Adjudicative proceeding: means :Utah Code 68-3-12.5
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Commission: means the Securities Commission created in Section 61-1-18. See Utah Code 61-1-13
  • Director: means the director of the division appointed in accordance with Section 61-1-18. See Utah Code 61-1-13
  • Division: means the Division of Securities established by Section 61-1-18. See Utah Code 61-1-13
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fraud: Intentional deception resulting in injury to another.
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Issuer: means a person who issues or proposes to issue a security or has outstanding a security that it has issued. See Utah Code 61-1-13
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Person: means :
(i) an individual;
(ii) a corporation;
(iii) a partnership;
(iv) a limited liability company;
(v) an association;
(vi) a joint-stock company;
(vii) a joint venture;
(viii) a trust where the interests of the beneficiaries are evidenced by a security;
(ix) an unincorporated organization;
(x) a government; or
(xi) a political subdivision of a government. See Utah Code 61-1-13
  • Security: means a:
    (A) note;
    (B) stock;
    (C) treasury stock;
    (D) bond;
    (E) debenture;
    (F) evidence of indebtedness;
    (G) certificate of interest or participation in a profit-sharing agreement;
    (H) collateral-trust certificate;
    (I) preorganization certificate or subscription;
    (J) transferable share;
    (K) investment contract;
    (L) burial certificate or burial contract;
    (M) voting-trust certificate;
    (N) certificate of deposit for a security;
    (O) certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease;
    (P) commodity contract or commodity option;
    (Q) interest in a limited liability company;
    (R) life settlement interest; or
    (S) 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 an item listed in Subsections (1)(ee)(i)(A) through (R). See Utah Code 61-1-13
  • State: means a state, territory, or possession of the United States, the District of Columbia, and Puerto Rico. See Utah Code 61-1-13
  • (a)  the registration statement, as of its effective date or as of any earlier date in the case of an order denying effectiveness, or an amendment under Subsection 61-1-11(10) as of its effective date, or a report under Subsection 61-1-11(9), is incomplete in a material respect, or contains a statement that was, in the light of the circumstances under which it was made, false or misleading with respect to a material fact;

    (b)  this chapter, or a rule, order, or condition lawfully imposed under this chapter, is willfully violated, in connection with the offering, by:

    (i)  the person filing the registration statement;

    (ii)  the issuer, a partner, officer, or director of the issuer, a person occupying a similar status or performing similar functions, or a 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)  an underwriter;

    (c)  subject to Subsection (5), the security registered or sought to be registered is the subject of an administrative stop order or similar order, or a permanent or temporary injunction of a court of competent jurisdiction entered under another federal or state act applicable to the offering;

    (d)  the issuer’s enterprise or method of business includes or would include activities that are illegal where performed;

    (e)  the offering has worked or tended to work a fraud upon purchasers or would so operate;

    (f)  the offering is or would be 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;

    (g)  when a security is sought to be registered by coordination, there is a failure to comply with the undertaking required by Subsection 61-1-9(2)(d); or

    (h)  the applicant or registrant has failed to pay the proper filing fee.
  • (2)  The director may enter an order under this section but may vacate the order if the director finds that the conditions that prompted its entry have changed or that it is otherwise in the public interest to do so.

    (3)  The director may not issue a stop order against an effective registration statement on the basis of a fact or transaction known to the division when the registration statement became effective unless the proceeding is instituted within the 120 days after the day on which the registration statement becomes effective.

    (4)  A person may not be considered to have violated Section 61-1-7 or 61-1-15 by reason of an order or sale effected after the entry of an order under this section if that person proves by a preponderance of the evidence that the person did not know, and in the exercise of reasonable care could not have known, of the order.

    (5) 

    (a)  The director may not commence agency action against an effective registration statement under Subsection (1)(c) more than one year from the day on which the order or injunction on which the director relies is issued.

    (b)  The director may not enter an order under Subsection (1)(c) on the basis of an order or injunction entered under the securities act of another state unless that order or injunction is issued on the basis of facts that would constitute a ground for a stop order under this section at the time the director commences the agency action.

    Amended by Chapter 25, 2016 General Session