Home
Page
About
Us
Contact
Us
Investor Alerts Investor Rights Top 10 Investment Scams Commentary
Blog
Types of Stock Broker Misconduct State Securities Departments Arbitration
Process
 
 
 
 

Contact Information
Law Offices of Eric Norstedt, P.A.
2924 Davie Road, Suite 200
Davie, Florida, 33314
P: (954) 467-6263

F: (954) 467-6159

Contact Form

Driving Directions

   
Securities Law
FEDERAL SECURITIES LAW
 - Securities Act of 1933
 - Securities Act of 1934
    - Rules Promulgated under
      the Securities Act of 1934

STATE SECURITIES LAW

Alabama Securities Law
Alaska Securities Law
Arizona Securities Law
Arkansas Securities Law
California Securities Law
Colorado Securities Law
Connecticut Securities Law
Delaware Securities Law
Dis. of Columbia Securities Law
Florida Securities Law
Georgia Securities Law
Hawaii Securities Law
Idaho Securities Law
Illinois Securities Law
Indiana Securities Law
Iowa Securities Law
Kansas Securities Law
Kentucky Securities Law
Louisiana Securities Law
Maine Securities Law
Maryland Securities Law
Massachusetts Securities Law
Michigan Securities Law
Minnesota Securities Law
Mississippi Securities Law
Missouri Securities Law
Montana Securities Law
Nebraska Securities Law
Nevada Securities Law
New Hampshire Securities Law
New Jersey Securities Law
New Mexico Securities Law
New York Securities Law
North Carolina Securities Law
North Dakota Securities Law
Ohio Securities Law
Oklahoma Securities Law
Oregon Securities Law
Pennsylvania Securities Law
Puerto Rico Securities Law
Puerto Rico Seguridades Ley
Rhode Island Securities Law
South Carolina Securities Law
South Dakota Securities Law
Tennessee Securities Law
Texas Securities Law
Utah Securities Law
Vermont Securities Law
Virginia Securities Law
Washington Securities Law
West Virginia Securities Law
Wisconsin Securities Law
Wyoming Securities Law

 
 

Selected Sections of the

Wisconsin Securities Act

 

Sections included on the Wisconsin Securities Act Page:

551:43 Broker-dealers; fraudulent activities, regulations.
552.19 Criminal violations, refer evidence to attorney general or district attorney.
551.60 Sales, prohibited.
551.51 Unlawful activities.
551.58 Violations of law; procedure.
551.56(1) Publication of information.
551.32 Agents; licensing and notice filing procedure.
551.31 Agents; licensing requirements, exceptions.
551.33 Agents, prost-licensing provisions.
551.59 Civil liabilities.
551.58 Criminal liability.
551.02 Definitions.
551.55 Unlawful representations.

FRAUDULENT ACTIVITIES, REGULATIONS

It is unlawful for a broker-dealer to effect in this state any transaction in, or to induce the purchase or sale of, any security by means of any manipulative, deceptive or other fraudulent device or contrivance, including any fictitious quotation. The division may by rule define the terms "manipulative, deceptive or other fraudulent device or contrivance".

CRIMINAL VIOLATIONS, REFER EVIDENCE TO ATTORNEY GENERAL OR DISTRICT ATTORNEY

Any person, including a controlling person of an offeror or target company, who willfully violates this chapter or any rule under this chapter, or any order of which the person has notice, is guilty of a Class H felony. Each of the acts specified constitutes a separate offense and a prosecution or conviction for any one of the offenses does not bar prosecution or conviction for any other offense.

FRAUDULENT AND DECEPTIVE PRACTICES UNER CORPORATE TAKE-OVER LAW

It is unlawful for any offeror or target company or any controlling person of an offeror or target company or any broker-dealer acting on behalf of an offeror or target company to engage in any fraudulent, deceptive or manipulative acts or practices in connection with a take-over offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation:

 (1) Solicitation of any offeree for acceptance or rejection of a take-over offer, acquisition of any equity security of a target company subject to s. 552.05, or acquisition, removal or exercise of control, directly or indirectly, of any target company assets in this state, in connection with a take-over offer subject to s. 552.05, before the take-over offer is permitted to be made under this chapter.

 (2) Publication or use in connection with the offer of any false statement of a material fact or omitting to state a material fact necessary to make the statements made by him or her not misleading, but not including the mailing by a target company to its stockholders of solicitation materials published by an offeror.

 (3) Sale to the offeror by any controlling person of a target company of any equity securities of the target company for consideration higher than that to be paid other offerees under the take-over offer.

 (4) Refusal by a target company to permit an offeror who is a stockholder of record to examine its list of stockholders, and to make extracts therefrom, pursuant to the applicable corporation statute, for the purpose of making a take-over offer in compliance with this chapter, or in lieu thereof, to mail any solicitation materials published by the offeror to its security holders with reasonable promptness after receipt from the offeror of such materials and the reasonable expenses of postage and mailing.

 (5) Acquisition by or through a broker-dealer acting on behalf of an offeror or a target company of any equity security of the target company in connection with a take-over offer unless the broker-dealer files with the division such information as the division requires and to the extent permitted by rule or order by the division, or unless the broker-dealer did not know and in the exercise of reasonable care could not have known that the person for whom it acted was an offeror or a target company or that the acquisition was in connection with a take-over offer.

BROKER-DEALERS, FRAUDULENT ACTIVITIES

It is unlawful for a broker-dealer to effect in this state any transaction in, or to induce the purchase or sale of, any security by means of any manipulative, deceptive or other fraudulent device or contrivance, including any fictitious quotation. The division may by rule define the terms "manipulative, deceptive or other fraudulent device or contrivance".

SALES, PROHIBITED

(a) If the division has reason to believe that any offer or sale of an unregistered security is, has been or would be fraudulent to offerees or purchasers, the division may by order summarily prohibit further offers or sales of such security in this state until it is registered under this chapter.

 (b) If the division has reason to believe that any security is being or has been offered or sold in this state by any unlicensed person in violation of this chapter or any rule or order hereunder, the division may by order summarily prohibit such person from further offers or sales of securities in this state until licensed under this chapter.

 (c) If the division has reason to believe that any unlicensed person is transacting or has transacted business in this state as an investment adviser in violation of this chapter or any rule or order promulgated under this chapter, the division may by order summarily prohibit such person from further engaging in such activity in this state until licensed under this chapter.

 (3) If the public interest and the protection of investors so require, the division may by order summarily suspend all trading in this state by broker-dealers and agents in any security for any period specified. No broker-dealer or agent may effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this state in which trading is so suspended, except in performance of a contract previously entered into. At any time after the issuance of an order under this subsection, any interested person may in writing request that the suspension of trading be vacated. Upon the receipt of a written request, the matter shall be noticed for hearing and a hearing shall be held in the manner provided in s. 551.61 (2 ). After the hearing, the division may order the suspension to be continued until modified or vacated by further order upon a finding that trading in the security will tend to work a fraud upon the purchasers or sellers of the security. Otherwise, the division shall vacate the suspension of trading and no further order may be entered under this subsection with respect to the same security in the absence of changed circumstances justifying an order.

 (4) Every corporation, partnership or association having its principal office in this state or whose securities have been registered under this chapter or predecessor laws shall, within 20 days after receipt of written request from the division made in connection with any investigation under s. 551.56 (1), furnish the division with a list of all or part of its security holders as the division requests, showing the amount of securities held by each security holder and the date of issuance of such securities and information reasonably related thereto, signed by the president, secretary or partner of the issuer or a person occupying a similar status or performing similar functions.

 (5) The division may take such action as is authorized under 7 USC 13a-2, as amended.
 

UNLAWFUL ACTIVITES

It is unlawful for the division or any officers or employees of the division to use for personal benefit any information which is filed with or obtained by the division or an organization designated under s. 551.32 (1) (a) and which is not generally available to the public. Nothing in this chapter authorizes the division or any officers or employees of the division to disclose any confidential information except among themselves or to other securities administrators or regulatory authorities or when necessary or appropriate in a proceeding or investigation under this chapter. No provision of this chapter either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the division or any officers or employees of the division.

VIOLATIONS OF LAW; PROCEDURE

Any person who willfully violates any provision of this chapter except s. 551.54, or any rule under this chapter, or any order of which the person has notice, or who violates s. 551.54 knowing or having reasonable cause to believe that the statement made was false or misleading in any material respect, is guilty of a Class H felony. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense.

VIOLATIONS OF LAW; PUBLICATION OF INFORMATION

Publish information concerning any violation of this chapter or any rule or order under this chapter or concerning securities, or practices in the sale of securities, which appear or tend to be unfair, inequitable or fraudulent.

AGENTS; LICENSING AND NOTICE FILING PROCEDURE

a) A broker-dealer, agent, investment adviser or investment adviser representative may obtain an initial or renewal license by filing with the division, or an organization which the division by rule designates, an application together with a consent to service of process under s. 551.65 (1).

 (b) An application under par. (a) shall contain whatever information the division by rule requires concerning the applicant's form and place of organization, proposed method of doing business and financial condition, the qualifications and business history of the applicant, including, in the case of a broker-dealer or investment adviser, the qualifications and business history of any partner, officer, director, or any person occupying a similar status or performing similar functions or any controlling person, any injunction or administrative order or conviction of a misdemeanor involving securities and any conviction of a felony, and any other matters which the division determines are relevant to the application. The division may by rule or order require an applicant for an initial license to publish an announcement of the application in one or more specified newspapers published in this state.

AGENTS; LICENSING REQUIREMENTS, EXCEPTIONS

It is unlawful for any broker-dealer or issuer to employ an agent to represent it in this state unless at least one of the following conditions is met:

1. The agent is licensed for that broker-dealer or issuer in this state.

2. The agent is exempted from the licensing requirement under sub. (1).

3. The agent is not required under sub. (7) to obtain a separate license to represent that issuer.

 (b) An agent may not at any time represent in this state more than one broker-dealer or issuer and may not simultaneously represent both a broker-dealer and an issuer, except an agent may represent any of the following:

1. Licensed broker-dealers or issuers of securities registered under this chapter, or both, who are affiliated by direct or indirect common control.

2. More than one broker-dealer or more than one issuer, or both, if an application that complies with par. (c) is filed with the division and the division, in writing, permits the representation.

 (c) The division shall by rule specify the required contents and form of an application filed under par. (b) 2 .

 (d) When an agent who is required to be licensed under sub. (1) terminates employment with a broker-dealer or issuer, or terminates those activities which make that individual an agent, or transfers employment between licensed broker-dealers, the agent, the broker-dealer or the issuer shall promptly file a notice in accordance with rules adopted by the division.

AGENTS; POST-LICENSING PROVISIONS

Every licensed broker-dealer, agent and investment adviser shall make and keep all accounts, correspondence, memoranda, papers, books and other records which the division prescribes by rule or order, subject to the limitations of section 15 of the Securities Exchange Act of 1934 for broker-dealers and section 222 of the Investment Advisers Act of 1940 for investment advisers. All records required shall be preserved for the period prescribed by the division by rule or order. All required records shall, at the request of the division, be made available at any time for examination by the division either in the principal office of the licensee or by production of exact copies thereof in this state.

BROKER-DEALERS; FRAUDULENT ACTIVITIES

It is unlawful for a broker-dealer to effect in this state any transaction in, or to induce the purchase or sale of, any security by means of any manipulative, deceptive or other fraudulent device or contrivance, including any fictitious quotation. The division may by rule define the terms "manipulative, deceptive or other fraudulent device or contrivance".

CIVIL LIABILITIES

(a) Any person who offers or sells a security in violation of s. 551.21, 551.31, 551.41 or 551.55 or any rule relating thereto, or any condition imposed under s. 551.26 or 551.27 or any order under this chapter of which the person has notice is liable to the person purchasing the security from him or her. The person purchasing the security may sue either at law or in equity to recover the consideration paid for the security, together with interest at the legal rate under s. 138.04 from the date of payment, and reasonable attorney fees, less the amount of any income received on the security, upon the tender of the security, or for damages if the person no longer owns the security. Damages are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it and interest at the legal rate under s. 138.04 from the date of disposition. Tender shall require only notice of willingness to exchange the security for the amount specified. Any notice may be given by service as in civil actions or by certified mail addressed to the last-known address of the person liable.

 (b) A person who offers or sells a security in violation of s. 551.41 (2) is not liable under par. (a) if the purchaser knew of the untrue statement of a material fact or omission of a statement of a material fact or the person sustains the burden of proof to establish that he or she did not know and in the exercise of reasonable care could not have known of the untrue statement or omission.
 (a) Any person who purchases a security in violation of s. 551.41 (2) is liable to the person selling the security to him or her, who may sue either at law or in equity to recover the security and reasonable attorney fees, plus any income received by the purchaser thereon, upon tender of the consideration received, or for damages and reasonable attorney fees if the purchaser no longer owns the security. Damages are the excess of the value of the security when the purchaser disposed of it, plus interest at the legal rate under s. 138.04 from the date of disposition, over the consideration paid for the security. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as in civil actions or by certified mail to the last-known address of the person liable.

 (b) A person who purchases a security in violation of s. 551.41 (2) is not liable under par. (a) if the seller knew of the untrue statement of a material fact or omission of a statement of a material fact or the person sustains the burden of proof to establish that he or she did not know and in the exercise of reasonable care could not have known of the untrue statement or omission.

 (3) Any person who willfully participates in any act or transaction in violation of s. 551.42 shall be liable to any other person who purchases or sells any security at a price which was affected by the act or transaction for the damages sustained as a result of such act or transaction. Damages shall be the difference between the price at which the other person purchased or sold securities and the market value which the securities would have had at the time of his or her purchase or sale in the absence of the act or transaction, plus interest at the legal rate under s. 138.04 and reasonable attorney fees.

 (4) Every person who directly or indirectly controls a person liable under sub. (1), (2) or (3), every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, are also liable jointly and severally with and to the same extent as such person, unless the person liable hereunder proves that he or she 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. There is contribution as in cases of contract among the several persons so liable.

 (5) No action shall be maintained under this section unless commenced before the expiration of 3 years after the act or transaction constituting the violation, but the time specified for commencing such action shall be extended by reason of any fact and for the time specified in ss. 893.13 and 893.16 to 893.23.

(6) (a) No purchaser may commence an action under this section if, before suit is commenced, the purchaser has received a written offer stating the respect in which liability under this section may have arisen and fairly advising the purchaser of his or her rights; offering to repurchase the security for cash payable on delivery of the security equal to the consideration paid, together with interest at the legal rate under s. 138.04 from the date of payment, less the amount of any income received thereon or, if the purchaser no longer owns the security, offering to pay the purchaser upon acceptance of the offer an amount in cash equal to the damages computed in accordance with sub. (1); and stating that the offer may be accepted by the purchaser at any time within a specified period of not less than 30 days after the date of receipt thereof or such shorter period as the division may by rule prescribe; and the purchaser has failed to accept such offer in writing within the specified period.

 (b) No seller may commence an action under this section if, before suit is commenced, the seller has received a written offer stating the respect in which liability under this section may have arisen and fairly advising the seller of his or her rights; offering to return the security plus the amount of any income received thereon upon payment of the consideration received, or, if the purchaser no longer owns the security, offering to pay the seller upon acceptance of the offer an amount in cash equal to the damages computed in accordance with sub. (2); and providing that the offer may be accepted by the seller at any time within a specified period of not less than 30 days after the date of receipt thereof; and the seller has failed to accept the offer in writing within the specified period.

 (c) Offers shall be in the form and contain the information the division by rule prescribes. Every offer under this subsection shall be delivered to the offeree or sent by certified mail addressed to the offeree at the offeree's last-known address. If an offer is not performed in accordance with its terms, suit by the offeree under this section shall be permitted without regard to this subsection.

 (7) No person who has made or engaged in the performance of any contract in violation of this chapter or any rule or order hereunder, or who has acquired any purported right under any contract with knowledge of the facts by reason of which its making or performance was in violation, may base any suit on the contract.

 (8) Any condition, stipulation or provision binding any person acquiring any security to waive compliance with any provision of this chapter or any rule or order hereunder is void.

 (9) The rights and remedies under this chapter are in addition to any other rights or remedies that may exist at law or in equity.
 

CRIMINAL LIABILITY

1) Any person who willfully violates any provision of this chapter except s. 551.54, or any rule under this chapter, or any order of which the person has notice, or who violates s. 551.54 knowing or having reasonable cause to believe that the statement made was false or misleading in any material respect, is guilty of a Class H felony. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense.

 (2) The division may refer such evidence as is available concerning violations of this chapter or of any rule or order under this chapter to the attorney general or the district attorney of the appropriate county, who may, with or without any reference, institute the appropriate criminal proceedings under this chapter. If referred to a district attorney, the district attorney shall, within 90 days, file with the division a statement concerning any action taken or, if no action has been taken, the reasons therefor.

 (3) Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.

DEFINITIONS

In this chapter, unless the context otherwise requires:

 (1g) "Accredited investor" has the meaning given in 17 CFR 230.501 (a).

 (1r) "Advertising" means any circular, prospectus, advertisement or other material or any communication by radio, television, pictures or similar means used in connection with a sale or purchase or an offer to sell or purchase any security.

 (2) "Agent" means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect transactions in securities. A partner, officer or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent if he or she is within this definition. "Agent" does not include an individual who represents an issuer in doing any of the following:

 (a) Effecting transactions in a security exempted by s. 551.22.

 (b) Effecting transactions exempted by s. 551.23, other than transactions exempted under s. 551.23 (8) (g), (10) or (19) in which the individual receives a commission or other remuneration directly or indirectly for soliciting or selling to any person in this state.

 (c) Effecting other transactions if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state.

 (3) "Broker-dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. "Broker-dealer" does not include any of the following:

 (a) An agent.

 (b) An issuer.

 (c) A bank, savings institution, or trust company, when effecting transactions for its own account or as agent under s. 551.31 (5).

(d) A personal representative, guardian, conservator, or pledgee.

 (e) A person whose dealings in securities are limited to transactions exempt by s. 551.23 (5).

 (f) A person licensed as a real estate broker under ch. 452 and whose transactions in securities are isolated transactions incidental to that business.

 (g) The investment board.

 (h) Other persons not within the intent of this subsection whom the division by rule or order designates.

 (4) "Division" means the division of securities.

 (4g) "Federal covered adviser" means a person who is registered under section 203 of the Investment Advisers Act of 1940.

 (4r) "Federal covered security" means any security that is a covered security under section 18 (b) of the Securities Act of 1933 or regulations promulgated under that act.

 (5) "Fraud", "deceit" and "defraud" are not limited to common law deceit.

 (6) "Guaranteed" means guaranteed as to payment of principal, interest or dividends.

 (7) "Investment adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications, writings or electronic means, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. "Investment adviser" does not include any of the following:

 (a) A bank, savings institution or trust company.

 (b) A lawyer, accountant, engineer or teacher whose performance of these services is solely incidental to the practice of his or her profession.

 (c) A broker-dealer or agent whose performance of these services is solely incidental to the conduct of his or her business as a broker-dealer or agent and who receives no special compensation for them.

 (d) A publisher of any bona fide newspaper, news magazine or business or financial publication with a regular and paid circulation or a publisher of any securities advisory newsletter with a regular and paid circulation which does not provide advice to subscribers on their specific investment situation.

 (e) The investment board.

 (ed) A federal covered adviser, unless the federal covered adviser is required to become licensed or qualify for an exclusion or exemption from licensure under s. 551.32 (1m) (c).

 (eh) A person who is excluded from the definition of "investment adviser" under section 202 (a) (11) of the Investment Advisers Act of 1940.

 (em) An investment adviser representative.

 (f) Other persons not within the intent of this subsection whom the division by rule or order designates.

(7m)

 (a) "Investment adviser representative" means any of the following, unless excluded under par. (b):

1. A supervised person, as defined by the division by rule, of an investment adviser or a federal covered adviser, unless one of the following applies:

a. Not more than a percentage, specified by the division by rule, of the clients of the supervised person are natural persons who are not excepted persons, as defined by the division by rule.

b. The supervised person does not, on a regular basis, solicit, meet with or otherwise communicate with clients of the investment adviser or federal covered adviser.

c. The supervised person provides only impersonal investment advice, as defined by the division by rule.

2. A 3rd-party solicitor, as defined by the division by rule.

 (b) "Investment adviser representative" does not include any person excluded by the division by rule or order.

 (8) "Issuer" means any person who issues or proposes to issue any security and any promoter who acts for an issuer to be formed, except:

 (a) With respect to certificates of deposit or trust certificates, "issuer" means the person performing the acts and assuming the duties of depositor, manager or trustee pursuant to the provisions of the trust or other instrument under which the security is issued; and

 (b) With respect to certificates of interest or participation in oil, gas or mining titles or leases, "issuer" means the owner of any such title or lease who creates fractional interests therein for purposes of sale.

 (9) "Nonissuer" means not directly or indirectly for the benefit of the issuer.

 (10) "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, a political subdivision of a government or any other entity.

(11)(a) (a) "Sale" or "sell" includes every sale, disposition or exchange, and every contract of sale of, or contract to sell, a security or interest in a security for value.

 (b) "Offer" or "offer to sell" includes every attempt or offer to sell or dispose of, or solicitation of an offer to purchase, a security or interest in a security for value, but does not include solicitation by a licensed broker-dealer of tentative reservations of securities which shall not be binding upon the purchaser until ratified by the purchaser after the securities may legally be sold.

 (c) Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value.

 (d) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security.

 (e) The terms defined in this subsection do not include any bona fide pledge or loan of a security.

 (f) A securities broker-dealer or agent who effects a brokered securities transaction is considered to have effected a sale or purchase of a security.

 (12) "Securities Act of 1933", " Securities Exchange Act of 1934", " Investment Company Act of 1940", " Investment Advisers Act of 1940" and " Internal Revenue Code" mean the federal statutes of those names as amended on January 1, 1998, including such later amendments as the division determines are not inconsistent with the purpose of this chapter.

 (13) (a) "Security" means any stock; treasury stock; note; bond; debenture; evidence of indebtedness; share of beneficial interest in a business trust; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; preorganization subscription; transferable share; investment contract; commodity futures contract; voting trust certificate; certificate of deposit for a security; limited partnership interest; 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; or, in general, any interest or instrument commonly known as or having the incidents of a security or offered in the manner in which securities are offered; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of or option, warrant or right to subscribe to or purchase or sell, any of the foregoing.

 (b) "Security" does not include any fixed or variable insurance or endowment policy or annuity contract under which an insurer promises to pay money either in a lump sum or periodically for life or some other specified period; any beneficial interest in any voluntary inter vivos trust not created for the purpose of carrying on any business or solely for the purpose of voting; or any beneficial interest in any testamentary trust; or any member's interest that includes all of the rights set forth in s. 183.0102 (11) in a limited liability company organized under ch. 183 if the aggregate number of members of the limited liability company, after the interest is sold, does not exceed 15, and the articles of organization do not vest management of the limited liability company in one or more managers.

 (c) Except as provided in par. (b), "security" is presumed to include a member's interest in a limited liability company organized under ch. 183 if the articles of organization vest management of the limited liability company in, or if the operating agreement delegates the essential managerial responsibility of the limited liability company to, one or more managers who are not members, or if the aggregate number of members of the limited liability company, after the interest is sold, exceeds 35. "Security" is presumed not to include a member's interest in a limited liability company organized under ch. 183 if the aggregate number of members of the limited liability company, after the interest is sold, does not exceed 35 and the articles of organization do not vest management of the limited liability company in, nor does the operating agreement delegate the essential managerial responsibilities of the limited liability company to one or more managers who are not members.

 (14) "State" means any state, territory or possession of the United States, the District of Columbia and Puerto Rico.  

UNLAWFUL REPRESENTATIONS

Neither the fact that a notice filing, registration statement or an application for a license has been filed nor the fact that a security is effectively registered or a person is licensed constitutes a finding by the division that any document filed under this chapter is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the division has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the foregoing.


USinvestorlaw.com Disclaimer
The above is not the complete act. This page contains only certain sections of the statute which we believe you may find informative. We do not and cannot guarantee the above sections are current law in this state. Legislatures may enact revised statutes at any time. Moreover these sections are presented for informational purposes only and are presented “as is” with all faults and with no warranties or guarantees as to the accuracy. Further, The content on these pages are not offered or intended to be legal advice by this firm for any purpose or manner whatsoever. If you require the current and complete version of the Law in your state, you should visit the Legislature home page of the particular state for more information or contact an attorney for advice on obtaining such information.

 
 
 
 

Home - About Us - Contact Us - Investor Alerts - Investor Rights - Top 10 Investment Scams - Commentary Blog
Types of Stock Broker misconduct
- State Securities Departments - Arbitration Process - Sitemap - Other Lawyer Resources

The hiring of a lawyer is an important decision that should not be based solely upon advertisements. Before you decide, ask us to send you free written information about our qualifications and experience.. This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. This firm is not responsible nor does it vouch for the information contained on any links.

Site by Purpose Web Design, Clearwater, FL

 

© 2008 | No copyright claim is made to any of the government data on these pages