17-12a306.Denial, suspension and revocation of
securities registration.
(a) Stop orders. The administrator may issue a
stop order denying effectiveness to, or suspending or revoking the
effectiveness of, a registration statement if the administrator
finds that the order is in the public interest and that:
(1) The registration statement as of its effective date or
before the effective date in the case of an order denying
effectiveness, an amendment under
K.S.A. 17-12a305(j), and
amendments
thereto, as of its effective date, or a report under
K.S.A. 17-12a305(i), and amendments thereto, is incomplete in a material
respect or
contains a statement that, in the light of the circumstances under which it was
made, was false or misleading with respect to a
material fact;
(2) this act or a rule adopted or order issued under this act
or a condition imposed under this act has been willfully violated,
in connection with the offering, by:
(A) The person filing the registration statement, but only if such
person is directly or indirectly controlled by or acting for the
issuer;
(B) the issuer, a partner, officer, or director of the issuer
or a person having a similar status or performing a similar
function;
(C) a promoter of the issuer;
(D) a person directly or indirectly controlling or controlled
by the issuer; or
(E) an underwriter;
(3) the security registered or sought to be registered is the
subject of a permanent or temporary injunction of a court of
competent jurisdiction or an administrative stop order or similar
order issued under any federal, foreign, or state law other than
this act applicable to the offering, but the administrator may not
institute a proceeding against an effective registration statement
under this paragraph more than one year after the date of the order
or injunction on which it is based, and the administrator may not
issue an order under this paragraph on the basis of an order or
injunction issued under the securities act of another state unless
the order or injunction was based on conduct that would constitute,
as of the date of the order, a ground for a stop order under this
section;
(4) the issuer's enterprise or method of business includes or
would include activities that are unlawful where performed or in
this state;
(5) with respect to a security sought to be registered under
K.S.A. 17-12a303, and amendments thereto, there has been a failure
to
comply with the undertaking required by
K.S.A. 17-12a303(b)(4), and
amendments thereto;
(6) the applicant or registrant has not paid the filing fee,
but the administrator shall void the order if the deficiency is
corrected;
(7) the offering:
(A) Will work or tend to work a fraud upon purchasers or would
so operate;
(B) has been or would be made with unreasonable amounts of
underwriters' and sellers' discounts, commissions, or other
compensation, or promoters' profits or participations, or
unreasonable amounts or kinds of options; or
(C) is being made on terms that are unfair, unjust, or
inequitable;
(b) Enforcement of subsection (a)(7). To the extent
practicable, the administrator by rule adopted or order issued
under this act shall publish standards that provide notice of conduct that
violates subsection (a)(7).
(c) Institution of stop order. The administrator may not
institute a stop order proceeding against an effective registration
statement on the basis of conduct or a transaction known to the
administrator when the registration statement became effective
unless the proceeding is instituted within 30 days after the
registration statement became effective.
(d) Summary process. The administrator may summarily revoke,
deny, postpone, or suspend the effectiveness of a registration
statement pending final determination of an administrative
proceeding. Upon the issuance of the order, the administrator
shall promptly notify each person specified in subsection (e) that
the order has been issued, the reasons for the revocation, denial,
postponement, or suspension, and that within 15 days after the
receipt of a request in a record from the person the matter will be
scheduled for a hearing. If a hearing is not requested and none is
ordered by the administrator, within 30 days after the date of
service of the order, the order becomes final. If a hearing is
requested or ordered, the administrator, after notice of and
opportunity for hearing for each person subject to the order, may
modify or vacate the order or extend the order until final
determination.
(e) Procedural requirements for stop order. (1) A stop order
may not be issued under this section without:
(A) Appropriate notice to the applicant or registrant, the issuer, and the
person on whose behalf the securities are to be or
have been offered;
(B) an opportunity for hearing; and
(C) findings of fact and conclusions of law in a record.
(2) Any proceeding under this section shall be done in
accordance with the Kansas administrative procedure act.
(f) Modification or vacation of stop order. The administrator
may modify or vacate a stop order issued under this section if the
administrator finds that the conditions that caused its issuance
have changed or that it is necessary or appropriate in the public
interest or for the protection of investors.
17-12a306.Denial, suspension and revocation of
securities registration.
(a) Stop orders. The administrator may issue a
stop order denying effectiveness to, or suspending or revoking the
effectiveness of, a registration statement if the administrator
finds that the order is in the public interest and that:
(1) The registration statement as of its effective date or
before the effective date in the case of an order denying
effectiveness, an amendment under
K.S.A. 17-12a305(j), and
amendments
thereto, as of its effective date, or a report under
K.S.A. 17-12a305(i), and amendments thereto, is incomplete in a material
respect or
contains a statement that, in the light of the circumstances under which it was
made, was false or misleading with respect to a
material fact;
(2) this act or a rule adopted or order issued under this act
or a condition imposed under this act has been willfully violated,
in connection with the offering, by:
(A) The person filing the registration statement, but only if such
person is directly or indirectly controlled by or acting for the
issuer;
(B) the issuer, a partner, officer, or director of the issuer
or a person having a similar status or performing a similar
function;
(C) a promoter of the issuer;
(D) a person directly or indirectly controlling or controlled
by the issuer; or
(E) an underwriter;
(3) the security registered or sought to be registered is the
subject of a permanent or temporary injunction of a court of
competent jurisdiction or an administrative stop order or similar
order issued under any federal, foreign, or state law other than
this act applicable to the offering, but the administrator may not
institute a proceeding against an effective registration statement
under this paragraph more than one year after the date of the order
or injunction on which it is based, and the administrator may not
issue an order under this paragraph on the basis of an order or
injunction issued under the securities act of another state unless
the order or injunction was based on conduct that would constitute,
as of the date of the order, a ground for a stop order under this
section;
(4) the issuer's enterprise or method of business includes or
would include activities that are unlawful where performed or in
this state;
(5) with respect to a security sought to be registered under
K.S.A. 17-12a303, and amendments thereto, there has been a failure
to
comply with the undertaking required by
K.S.A. 17-12a303(b)(4), and
amendments thereto;
(6) the applicant or registrant has not paid the filing fee,
but the administrator shall void the order if the deficiency is
corrected;
(7) the offering:
(A) Will work or tend to work a fraud upon purchasers or would
so operate;
(B) has been or would be made with unreasonable amounts of
underwriters' and sellers' discounts, commissions, or other
compensation, or promoters' profits or participations, or
unreasonable amounts or kinds of options; or
(C) is being made on terms that are unfair, unjust, or
inequitable;
(b) Enforcement of subsection (a)(7). To the extent
practicable, the administrator by rule adopted or order issued
under this act shall publish standards that provide notice of conduct that
violates subsection (a)(7).
(c) Institution of stop order. The administrator may not
institute a stop order proceeding against an effective registration
statement on the basis of conduct or a transaction known to the
administrator when the registration statement became effective
unless the proceeding is instituted within 30 days after the
registration statement became effective.
(d) Summary process. The administrator may summarily revoke,
deny, postpone, or suspend the effectiveness of a registration
statement pending final determination of an administrative
proceeding. Upon the issuance of the order, the administrator
shall promptly notify each person specified in subsection (e) that
the order has been issued, the reasons for the revocation, denial,
postponement, or suspension, and that within 15 days after the
receipt of a request in a record from the person the matter will be
scheduled for a hearing. If a hearing is not requested and none is
ordered by the administrator, within 30 days after the date of
service of the order, the order becomes final. If a hearing is
requested or ordered, the administrator, after notice of and
opportunity for hearing for each person subject to the order, may
modify or vacate the order or extend the order until final
determination.
(e) Procedural requirements for stop order. (1) A stop order
may not be issued under this section without:
(A) Appropriate notice to the applicant or registrant, the issuer, and the
person on whose behalf the securities are to be or
have been offered;
(B) an opportunity for hearing; and
(C) findings of fact and conclusions of law in a record.
(2) Any proceeding under this section shall be done in
accordance with the Kansas administrative procedure act.
(f) Modification or vacation of stop order. The administrator
may modify or vacate a stop order issued under this section if the
administrator finds that the conditions that caused its issuance
have changed or that it is necessary or appropriate in the public
interest or for the protection of investors.
17-12a306.Denial, suspension and revocation of
securities registration.
(a) Stop orders. The administrator may issue a
stop order denying effectiveness to, or suspending or revoking the
effectiveness of, a registration statement if the administrator
finds that the order is in the public interest and that:
(1) The registration statement as of its effective date or
before the effective date in the case of an order denying
effectiveness, an amendment under
K.S.A. 17-12a305(j), and
amendments
thereto, as of its effective date, or a report under
K.S.A. 17-12a305(i), and amendments thereto, is incomplete in a material
respect or
contains a statement that, in the light of the circumstances under which it was
made, was false or misleading with respect to a
material fact;
(2) this act or a rule adopted or order issued under this act
or a condition imposed under this act has been willfully violated,
in connection with the offering, by:
(A) The person filing the registration statement, but only if such
person is directly or indirectly controlled by or acting for the
issuer;
(B) the issuer, a partner, officer, or director of the issuer
or a person having a similar status or performing a similar
function;
(C) a promoter of the issuer;
(D) a person directly or indirectly controlling or controlled
by the issuer; or
(E) an underwriter;
(3) the security registered or sought to be registered is the
subject of a permanent or temporary injunction of a court of
competent jurisdiction or an administrative stop order or similar
order issued under any federal, foreign, or state law other than
this act applicable to the offering, but the administrator may not
institute a proceeding against an effective registration statement
under this paragraph more than one year after the date of the order
or injunction on which it is based, and the administrator may not
issue an order under this paragraph on the basis of an order or
injunction issued under the securities act of another state unless
the order or injunction was based on conduct that would constitute,
as of the date of the order, a ground for a stop order under this
section;
(4) the issuer's enterprise or method of business includes or
would include activities that are unlawful where performed or in
this state;
(5) with respect to a security sought to be registered under
K.S.A. 17-12a303, and amendments thereto, there has been a failure
to
comply with the undertaking required by
K.S.A. 17-12a303(b)(4), and
amendments thereto;
(6) the applicant or registrant has not paid the filing fee,
but the administrator shall void the order if the deficiency is
corrected;
(7) the offering:
(A) Will work or tend to work a fraud upon purchasers or would
so operate;
(B) has been or would be made with unreasonable amounts of
underwriters' and sellers' discounts, commissions, or other
compensation, or promoters' profits or participations, or
unreasonable amounts or kinds of options; or
(C) is being made on terms that are unfair, unjust, or
inequitable;
(b) Enforcement of subsection (a)(7). To the extent
practicable, the administrator by rule adopted or order issued
under this act shall publish standards that provide notice of conduct that
violates subsection (a)(7).
(c) Institution of stop order. The administrator may not
institute a stop order proceeding against an effective registration
statement on the basis of conduct or a transaction known to the
administrator when the registration statement became effective
unless the proceeding is instituted within 30 days after the
registration statement became effective.
(d) Summary process. The administrator may summarily revoke,
deny, postpone, or suspend the effectiveness of a registration
statement pending final determination of an administrative
proceeding. Upon the issuance of the order, the administrator
shall promptly notify each person specified in subsection (e) that
the order has been issued, the reasons for the revocation, denial,
postponement, or suspension, and that within 15 days after the
receipt of a request in a record from the person the matter will be
scheduled for a hearing. If a hearing is not requested and none is
ordered by the administrator, within 30 days after the date of
service of the order, the order becomes final. If a hearing is
requested or ordered, the administrator, after notice of and
opportunity for hearing for each person subject to the order, may
modify or vacate the order or extend the order until final
determination.
(e) Procedural requirements for stop order. (1) A stop order
may not be issued under this section without:
(A) Appropriate notice to the applicant or registrant, the issuer, and the
person on whose behalf the securities are to be or
have been offered;
(B) an opportunity for hearing; and
(C) findings of fact and conclusions of law in a record.
(2) Any proceeding under this section shall be done in
accordance with the Kansas administrative procedure act.
(f) Modification or vacation of stop order. The administrator
may modify or vacate a stop order issued under this section if the
administrator finds that the conditions that caused its issuance
have changed or that it is necessary or appropriate in the public
interest or for the protection of investors.