Denial, suspension, and revocation of securities registration.
409.3-306. (a) The commissioner may issue a stop order denyingeffectiveness to, or suspending or revoking the effectiveness of, aregistration statement if the commissioner finds that the order is in thepublic interest and that:
(1) The registration statement as of its effective date or before theeffective date in the case of an order denying effectiveness, an amendmentunder section 409.3-305(j) as of its effective date, or a report undersection 409.3-305(i), is incomplete in a material respect or contains astatement 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 acondition imposed under this act has been willfully violated, in connectionwith the offering, by the person filing the registration statement; by theissuer, a partner, officer, or director of the issuer or a person having asimilar status or performing a similar function; a promoter of the issuer;or a person directly or indirectly controlling or controlled by the issuer;but only if the person filing the registration statement is directly orindirectly controlled by or acting for the issuer; or by an underwriter;
(3) The security registered or sought to be registered is the subjectof a permanent or temporary injunction of a court of competent jurisdictionor an administrative stop order or similar order issued under any federal,foreign, or state law other than this act applicable to the offering, butthe commissioner may not institute a proceeding against an effectiveregistration statement under this paragraph more than one year after thedate of the order or injunction on which it is based, and the commissionermay not issue an order under this paragraph on the basis of an order orinjunction issued under the securities act of another state unless theorder or injunction was based on conduct that would constitute, as of thedate of the order, a ground for a stop order under this section;
(4) The issuer's enterprise or method of business includes or wouldinclude activities that are unlawful where performed;
(5) With respect to a security sought to be registered under section409.3-303, there has been a failure to comply with the undertaking requiredby section 409.3-303(b)(4);
(6) The applicant or registrant has not paid the filing fee, but thecommissioner shall void the order if the deficiency is corrected; or
(7) The offering:
(A) Will work or tend to work a fraud upon purchasers or would sooperate;
(B) Has been or would be made with unreasonable amounts ofunderwriters' and sellers' discounts, commissions, or other compensation,or promoters' profits or participations, or unreasonable amounts or kindsof options; or
(C) Is being made on terms that are unfair, unjust, or inequitable.
(b) To the extent practicable, the commissioner by rule adopted ororder issued under this act shall publish standards that provide notice ofconduct that violates subsection (a)(7).
(c) The commissioner may not institute a stop order proceedingagainst an effective registration statement on the basis of conduct or atransaction known to the commissioner when the registration statementbecame effective unless the proceeding is instituted within thirty daysafter the registration statement became effective.
(d) The commissioner may summarily revoke, deny, postpone, or suspendthe effectiveness of a registration statement pending final determinationof an administrative proceeding. Upon the issuance of the order, thecommissioner 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 fifteen days after the receiptof a request in a record from the person the matter will be scheduled for ahearing. If a hearing is not requested and none is ordered by thecommissioner, within thirty days after the date of service of the order,the order becomes final. If a hearing is requested or ordered, thecommissioner, after notice of and opportunity for hearing for each personsubject to the order, may modify or vacate the order or extend the orderuntil final determination.
(e) A stop order may not be issued under this section without:
(1) Appropriate notice to the applicant or registrant, the issuer,and the person on whose behalf the securities are to be or have beenoffered;
(2) An opportunity for hearing before the commissioner; and
(3) Findings of fact and conclusions of law in a record in accordancewith the provisions of chapter 536, RSMo, and procedural rules promulgatedby the commissioner.
(f) The commissioner may modify or vacate a stop order issued underthis section if the commissioner finds that the conditions that caused itsissuance have changed or that it is necessary or appropriate in the publicinterest or for the protection of investors.
Denial, suspension, and revocation of securities registration.
409.3-306. (a) The commissioner may issue a stop order denyingeffectiveness to, or suspending or revoking the effectiveness of, aregistration statement if the commissioner finds that the order is in thepublic interest and that:
(1) The registration statement as of its effective date or before theeffective date in the case of an order denying effectiveness, an amendmentunder section 409.3-305(j) as of its effective date, or a report undersection 409.3-305(i), is incomplete in a material respect or contains astatement 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 acondition imposed under this act has been willfully violated, in connectionwith the offering, by the person filing the registration statement; by theissuer, a partner, officer, or director of the issuer or a person having asimilar status or performing a similar function; a promoter of the issuer;or a person directly or indirectly controlling or controlled by the issuer;but only if the person filing the registration statement is directly orindirectly controlled by or acting for the issuer; or by an underwriter;
(3) The security registered or sought to be registered is the subjectof a permanent or temporary injunction of a court of competent jurisdictionor an administrative stop order or similar order issued under any federal,foreign, or state law other than this act applicable to the offering, butthe commissioner may not institute a proceeding against an effectiveregistration statement under this paragraph more than one year after thedate of the order or injunction on which it is based, and the commissionermay not issue an order under this paragraph on the basis of an order orinjunction issued under the securities act of another state unless theorder or injunction was based on conduct that would constitute, as of thedate of the order, a ground for a stop order under this section;
(4) The issuer's enterprise or method of business includes or wouldinclude activities that are unlawful where performed;
(5) With respect to a security sought to be registered under section409.3-303, there has been a failure to comply with the undertaking requiredby section 409.3-303(b)(4);
(6) The applicant or registrant has not paid the filing fee, but thecommissioner shall void the order if the deficiency is corrected; or
(7) The offering:
(A) Will work or tend to work a fraud upon purchasers or would sooperate;
(B) Has been or would be made with unreasonable amounts ofunderwriters' and sellers' discounts, commissions, or other compensation,or promoters' profits or participations, or unreasonable amounts or kindsof options; or
(C) Is being made on terms that are unfair, unjust, or inequitable.
(b) To the extent practicable, the commissioner by rule adopted ororder issued under this act shall publish standards that provide notice ofconduct that violates subsection (a)(7).
(c) The commissioner may not institute a stop order proceedingagainst an effective registration statement on the basis of conduct or atransaction known to the commissioner when the registration statementbecame effective unless the proceeding is instituted within thirty daysafter the registration statement became effective.
(d) The commissioner may summarily revoke, deny, postpone, or suspendthe effectiveness of a registration statement pending final determinationof an administrative proceeding. Upon the issuance of the order, thecommissioner 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 fifteen days after the receiptof a request in a record from the person the matter will be scheduled for ahearing. If a hearing is not requested and none is ordered by thecommissioner, within thirty days after the date of service of the order,the order becomes final. If a hearing is requested or ordered, thecommissioner, after notice of and opportunity for hearing for each personsubject to the order, may modify or vacate the order or extend the orderuntil final determination.
(e) A stop order may not be issued under this section without:
(1) Appropriate notice to the applicant or registrant, the issuer,and the person on whose behalf the securities are to be or have beenoffered;
(2) An opportunity for hearing before the commissioner; and
(3) Findings of fact and conclusions of law in a record in accordancewith the provisions of chapter 536, RSMo, and procedural rules promulgatedby the commissioner.
(f) The commissioner may modify or vacate a stop order issued underthis section if the commissioner finds that the conditions that caused itsissuance have changed or that it is necessary or appropriate in the publicinterest or for the protection of investors.
Denial, suspension, and revocation of securities registration.
409.3-306. (a) The commissioner may issue a stop order denyingeffectiveness to, or suspending or revoking the effectiveness of, aregistration statement if the commissioner finds that the order is in thepublic interest and that:
(1) The registration statement as of its effective date or before theeffective date in the case of an order denying effectiveness, an amendmentunder section 409.3-305(j) as of its effective date, or a report undersection 409.3-305(i), is incomplete in a material respect or contains astatement 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 acondition imposed under this act has been willfully violated, in connectionwith the offering, by the person filing the registration statement; by theissuer, a partner, officer, or director of the issuer or a person having asimilar status or performing a similar function; a promoter of the issuer;or a person directly or indirectly controlling or controlled by the issuer;but only if the person filing the registration statement is directly orindirectly controlled by or acting for the issuer; or by an underwriter;
(3) The security registered or sought to be registered is the subjectof a permanent or temporary injunction of a court of competent jurisdictionor an administrative stop order or similar order issued under any federal,foreign, or state law other than this act applicable to the offering, butthe commissioner may not institute a proceeding against an effectiveregistration statement under this paragraph more than one year after thedate of the order or injunction on which it is based, and the commissionermay not issue an order under this paragraph on the basis of an order orinjunction issued under the securities act of another state unless theorder or injunction was based on conduct that would constitute, as of thedate of the order, a ground for a stop order under this section;
(4) The issuer's enterprise or method of business includes or wouldinclude activities that are unlawful where performed;
(5) With respect to a security sought to be registered under section409.3-303, there has been a failure to comply with the undertaking requiredby section 409.3-303(b)(4);
(6) The applicant or registrant has not paid the filing fee, but thecommissioner shall void the order if the deficiency is corrected; or
(7) The offering:
(A) Will work or tend to work a fraud upon purchasers or would sooperate;
(B) Has been or would be made with unreasonable amounts ofunderwriters' and sellers' discounts, commissions, or other compensation,or promoters' profits or participations, or unreasonable amounts or kindsof options; or
(C) Is being made on terms that are unfair, unjust, or inequitable.
(b) To the extent practicable, the commissioner by rule adopted ororder issued under this act shall publish standards that provide notice ofconduct that violates subsection (a)(7).
(c) The commissioner may not institute a stop order proceedingagainst an effective registration statement on the basis of conduct or atransaction known to the commissioner when the registration statementbecame effective unless the proceeding is instituted within thirty daysafter the registration statement became effective.
(d) The commissioner may summarily revoke, deny, postpone, or suspendthe effectiveness of a registration statement pending final determinationof an administrative proceeding. Upon the issuance of the order, thecommissioner 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 fifteen days after the receiptof a request in a record from the person the matter will be scheduled for ahearing. If a hearing is not requested and none is ordered by thecommissioner, within thirty days after the date of service of the order,the order becomes final. If a hearing is requested or ordered, thecommissioner, after notice of and opportunity for hearing for each personsubject to the order, may modify or vacate the order or extend the orderuntil final determination.
(e) A stop order may not be issued under this section without:
(1) Appropriate notice to the applicant or registrant, the issuer,and the person on whose behalf the securities are to be or have beenoffered;
(2) An opportunity for hearing before the commissioner; and
(3) Findings of fact and conclusions of law in a record in accordancewith the provisions of chapter 536, RSMo, and procedural rules promulgatedby the commissioner.
(f) The commissioner may modify or vacate a stop order issued underthis section if the commissioner finds that the conditions that caused itsissuance have changed or that it is necessary or appropriate in the publicinterest or for the protection of investors.
