HonorableJno. '4.McBdama, opinion Ho. o-5134 comiss ioner Dapertmqmtof Banking Re: Whether or not reports,docu- Austin, Texaa ments, instruments,or infor- mation in possessionof ,tbe:~,~ BankingCommissionerof TV&& with respectto loan and bro- kerage companiesdoing busf?,::: ness in Texas are privileged Dear ?kr.&Adams: matters.
Yom request for,an opinionupon the above-captioned subject matter is as follows:
"A suit has baen instituted>y the Securitiesand Exchange CommissionagainstInvestorsSyndicateof America,Inc., and Investors Mutual, Inc., in the FederalCourt at Mime&3lbs, Minnesota. The exact nature of the chargescontainedin the complainthave not been communicatedto this Department. Representatives of the Securitiesand ExchangeConamission have presentedthemselvesto this officerequesting certain informationrelatingto the businessof these concernswithin this State. These Representatives have requestedamwers to the following:
"1. Number of Investorsin Texas holdingdebenturesissuedby Investors Syndicate.
"2. The amount of oUtstandi<&certificatesIn Texas.
"3. The amount if any, of depositsmade by the Invest&a Syndicate within this State to secure certific&es issued i&Texas.
"4. The type of certificatessold in Texas or authorizedto be sold.
#The informationwhich this Departmenthas in its file is COIlI- posed of annual statementsfiled by this condarqpursuantto the pro- visionsof the statutesof this State, monthlystatementssubmittedto the Departmentpursuantto the provisionscontainedin a trust agreement entered into by and betweenthe Investors,Z,yn$icate.ind the ,Guardian Trust Company,and the examinationreports,which have been epared by examinersrepresentingthis Departmentmaking periodicexaminations ss are requiredby law. A copy of such trust agreementis also on file in this officepursuantto the provisionsof the statuteand copies of the kinds of debenturesissuedare attachedto and a part of this trust agreement. HonorableJno. Q. &Adams, page 2 (o-5134)
"In view of the requestvhich has been made and the facts above recitedwe desireto have your answersto the followingquestions:
"1. Is the informationcontainedin the foregoingdocuments on file in this departmentprivilegedor confidentail?
"2. Would the BankingCommissionerbe authorizedunder the law~to discloseto the representatives of the Securitiesand Exchange Commissionanawerato the questionswhich they have propounded,the anawersto be compiledfrom the%uments and papersabove described?
"3. In the event that the Departmentshoulddeterminethat the interestof the Securitiesand ExchangeCommissionand those of Texas investorsare aonflictingwould the Departmentbe authorizedto deny the representativesof the Securitiesand ExchangsCommissionsuch information as it may desire?"
"Th), the publicationby the corporationof certain statements,(Sec.&), a submleaionby the corporationto the Banking Commissionerfor apqoval certaindepositsof securitiesfor its bonds, notes, certificates,debentures,and other obligations,and shall sub- mit to the bankingCommissionerfor his approvalspecimencopies of such bonds, notes, certificates,debentures,or other obligations,to be offeredfor sale to the public, (Sec.7), and requiresthe corporation's officers,,directors,employeesand agents to executecertainfidelity bon&, (Sec. 3).
The variousprovisionaof the Act are made to apply to foreign corporationshaving permissionto do businessin Texas, (Sec.,10).
Wow, the statute,vhile authorizingthe