justicedao/ipfs_state_laws huggingface dataset:
441-195-0060 Notice of Complaint (1) Each broker-dealer and each investment adviser who has filed a complaint against any of its partners, officers, directors, or associated persons registered in Oregon, with any law enforcement agency, any other regulatory agency having jurisdiction over the securities industry, or with any bonding company regarding any loss arising from alleged acts of such person, shall send a copy of such complaint to the Director within ten days following its filing with such other agency or bonding company. (2) A copy of any finding, censure, fine, suspension, or expulsion made as a result of any such complaint shall be filed with the Director within ten days following such action. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.195, 59.205 & 59.235 History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0195
441-195-0070 Discretionary Authority (1) No broker-dealer, or any associated person, shall exercise any discretionary power or authority for any customer unless such customer has given prior written authorization to exercise such power or authority to a stated associated person or persons. (2) This rule shall not apply to transactions in which the broker-dealer’s discretion is limited to the price at which or the time when an order given by a customer for the purchase or sale of a definite amount of a specified security shall be executed. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.135 & 59.205 History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0200, 815-030-0110
441-205-0010 Dishonest, Fraudulent, Unfair and Unethical Practices As used in section (2) of ORS 59.205, the terms “dishonest, fraudulent, or illegal practices or conduct,” and “unfair or unethical practices or conduct,” separately or in any combination thereof, shall include, but not be limited to, those acts defined herein as “manipulative, deceptive, or fraudulent device or contrivance” or “fraudulent, deceptive or manipulative act or practice.” Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0115
441-205-0020 General Definition “Manipulative, Deceptive, or Fraudulent Device or Contrivance” and “Fraudulent, Deceptive, or Manipulative Act or Practice” are defined to include: (1) Any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. (2) The making of any untrue statement of a material fact and any omission to state a material fact necessary in order to make the statements made in the light of the circumstances under which they are made not misleading. (3) Any representation by a person that the registration of any person with the Director or the failure of the Director to deny or revoke such registration indicates in any way that the Director has passed upon or approved the financial standing, business, or conduct of any person or the merits of any security or any transaction or transactions therein. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0120
441-205-0030 Confirmation of Transaction The term “Manipulative, Deceptive, or Fraudulent Device or Contrivance” as used in these rules is defined to include: (1) Any act of any broker-dealer designed to effect with or for the account of a customer any transaction in, or to induce the purchase or sale by such customer of any security (other than U.S. Tax Savings Notes, U.S. Defense Savings Stamps, or U.S. Defense Savings Bonds, Series E, F, and G), unless such broker-dealer, at or before the completion of each such transaction, gives or sends to such customer at a bona fide address written notification disclosing: (a) Whether he is acting as a broker-dealer for such customer, as a broker-dealer for his own account, as a broker-dealer for some other person, or as a broker-dealer for both such customers and some other persons; and (b) In any case in which he is acting as a broker-dealer for such customer or for both such customer and some other person, either the name of the person from whom the security was purchased or to whom it was sold for such customer and the date and time when such transaction took place or the fact that such information will be furnished upon the request of such customer and the source and amount of any commission or other remuneration received or to be received by him in connection with the transaction. (2) As used in these rules, the term “Bona Fide Address” means the last-known home address, business address, or post office box of a customer. Copies of the notification may be mailed to an accountant, adviser, bank, or such other person or firm as authorized in writing by the customer. The address of a broker-dealer or the address of an associated person or employee (unless the transaction is for the account of the associated person or employee) is not a “Bona Fide Address” for a customer within the meaning of these rules. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0125
441-205-0040 Disclosure of Control The term “Manipulative, Deceptive, or Other Fraudulent Device or Contrivance,” as used in these rules, is hereby defined to include any act of any broker-dealer controlled by, controlling, or under common control with, the issuer of any security, designed to effect with or for the account of a customer any transaction in, or to induce the purchase or sale by such customer of, such security, unless such broker-dealer, before entering into any contract with or for such customer for the purchase or sale of such security, discloses to such customer the existence of such control and unless such disclosure, if not made in writing, is supplemented by the giving or sending of written disclosure at or before the completion of the transaction. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73 ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0130
441-205-0050 Disclosure of Interest in Distributions The term “Manipulative, Deceptive or Other Fraudulent Device or Contrivance,” as used in these rules, is hereby defined to include any act of any broker-dealer who is acting for a customer or for both such customer and some other person, or of any broker-dealer who receives or has promise of receiving a fee from a customer for advising such customer with respect to securities, designed to effect with or for the account of such customer any transaction in, or to induce the purchase or sale by such customer of, any security in the primary or secondary distribution of which such broker-dealer is participating or is otherwise financially interested unless such broker-dealer at or before the completion of each such transaction, gives or sends to such customer written notification of the existence of such participation or interest. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0135
441-205-0060 Sales at the Market The term “Manipulative, Deceptive, or Other Fraudulent Device or Contrivance,” as used in these rules, is hereby defined to include any representation made to a customer by a broker-dealer that such security is being offered to such customer “At the Market” or at a price related to the market price, unless such broker-dealer knows or has reasonable grounds to believe that a market for such security exists other than that made, created, or controlled by him, or by any person for whom he is acting or with whom he is associated in such distribution, or by any person controlled by, controlling or under common control with him. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0140
441-205-0070 Use of Pro Forma Balance Sheets The term “Manipulative, Deceptive, or Other Fraudulent Device or Contrivance,” as used in these rules, is hereby defined to include the use of financial statements purporting to give effect to the receipt and application of any part of the proceeds from the sale or exchange of securities, unless the assumptions upon which each such financial statement is based are clearly set forth as part of the caption to each such statement in type at least as large as that used generally in the body of the statement. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0145
441-205-0080 Disclosure and Other Requirements When Extending or Arranging Credit in Certain Transactions (1) It shall constitute a “Fraudulent, Deceptive, or Manipulative Act or Practice,” as used in these rules, for any broker-dealer to offer or sell any security to, or to attempt to induce the purchase of any security by, any person in connection with which such broker-dealer, directly or indirectly, offers to extend any credit to or to arrange any loan for such person, or extends any credit to or participates in arranging any loan for such person, unless such broker-dealer, before any purchase, loan or other related element of the transaction is entered into: (a) Delivers to such person a written statement setting forth the exact nature and extent of: (A) Such person’s obligations under the particular loan arrangement, including among other things, the specific charges which such person will incur under such loan in each period during which the loan may continue or be extended; (B) The risks and disadvantages which such person will incur in the entire transaction, including the loan arrangement; and (C) All commissions, discounts, and other remuneration received and to be received, in connection with the entire transaction, including the loan arrangement, by the broker-dealer, by any person controlling, controlled by, or under common control with the broker-dealer and by any other person participating in the transaction; and (b) Obtains from such person information concerning his financial situation and needs, reasonably determines that the entire transaction, including the loan arrangement, is suitable for such person and delivers to such person a written statement setting forth the basis upon which the broker-dealer made such determination. (2) This rule shall not apply to any credit extended or any loan arranged by any broker-dealer subject to the provisions of Regulation T (issued by the Board of Governors of the Federal Reserve System), if such credit is extended or such loan is arranged, in compliance with the requirements of such regulation, only for the purpose of purchasing or carrying the security offered or sold. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0150
441-205-0100 Discretionary Accounts (1) The term “Fraudulent, Deceptive, or Manipulative Act or Practice,” as used in these rules, is hereby defined to include any act of any broker-dealer or associated person designed to effect with or for any customer’s account with respect to which he is vested with any discretionary power, any transactions of purchase or sale which are excessive in size or frequency in view of the financial resources and character of such account. (2) The term “Fraudulent, Deceptive, or Manipulative Act or Practice,” as used in these rules, is hereby defined to include any act of any broker-dealer designed to effect with or for any customer’s account with respect to which such broker-dealer or associated person is vested with any discretionary power any transaction of purchase or sale, unless immediately after effecting such transaction such broker-dealer makes a record of such transaction, which record includes the name of such customer; the name, amount and price of the security; and the date and time when such transaction took place. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0160
441-205-0120 Transmission or Maintenance of Payments Received in Connection With Underwritings It shall constitute a “Fraudulent, Deceptive, or Manipulative Act or Practice,” as used in these rules, for any broker-dealer participating in any distribution of securities, other than a firm commitment underwriting, to accept any part of the sale price of any security being distributed unless: (1) The money or other consideration received is promptly transmitted to the persons entitled thereto; or (2) If the distribution is being made on an “all-or-none” basis, or subject to an order of the Director under ORS 59.085(3)(b), or on any other basis which contemplates that payment is not to be made to the person on whose behalf the distribution is being made until some further event or contingency occurs: (a) The money or other consideration received is promptly deposited in a separate bank account, as agent or trustee for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred, and then the funds are promptly transmitted or returned to the persons entitled thereto; or (b) All such funds are promptly transmitted to an escrow agent who has agreed in writing to hold all such funds in escrow for the persons who have the beneficial interests therein and to transmit or return such funds directly to the persons entitled thereto when the appropriate event or contingency has occurred. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0170
441-205-0140 Suitability of Recommendations It shall constitute a “Fraudulent, Deceptive, or Manipulative Act or Practice,” as used in these rules, for any broker-dealer or associated person to recommend to a customer the purchase, sale, or exchange of any security, unless such broker-dealer or associated person shall have reasonable grounds to believe that the recommendation is suitable for such customer on the basis of information furnished by such customer after reasonable inquiry concerning the customer’s investment objectives, financial situation and needs and any other information known by such broker-dealer or associated person. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 2-1981, f. & ef. 6-2-81, Renumbered from 815-030-0180 CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205
441-205-0165 Investment Adviser Brochure It shall constitute a “Fraudulent, Deceptive, or Manipulative Act or Practice” as used in these rules for any investment adviser to enter into or offer to enter into an investment advisory contract, or in any way perform an investment advisory contract, if the investment adviser: (1) Fails to provide the customer with a written disclosure statement which may be either a copy of Part II of Form ADV or a written document containing at least the information required by Part II of Form ADV: (a) At least 48 hours prior to entering into any written or oral investment advisory contract with a customer; or (b) At the time of entering into any advisory contract, if the customer has a right to terminate the contract without penalty within five business days after entering the contract. (2) Fails to offer an existing customer a copy of the written disclosure statement, without charge, at least annually. Statutory/Other Authority: ORS 59.175(1), 59.205(2) & 59.285 Statutes/Other Implemented: ORS 59.205(2) History: FCS 8-1994, f. & cert. ef. 6-1-94
441-205-0180 Custody or Possession of Funds or Securities of Clients by Investment Advisers (1) It shall constitute a “Fraudulent, Deceptive, or Manipulative Act or Practice,” within the meaning of these rules, for any investment adviser who has custody or possession of any funds or securities in which any client has any beneficial interest, to do any act or take any action, directly or indirectly, with respect to any such funds or securities, unless: (a) All such securities of each such client are segregated, marked to identify the particular client who has the beneficial interest therein, and held in safekeeping in some place reasonably free from risk of destruction or other loss; and (b)(A) All such funds of such clients are deposited in one or more bank accounts which contain only clients’ funds; (B) Such account or accounts are maintained in the name of the investment adviser as agent or trustee for such clients; and (C) The investment adviser maintains a separate record for each such account which shows the name and address of the bank where such account is maintained, the dates and amounts of deposits in and withdrawals from such account and the exact amount of each client’s beneficial interest in such account; and (c) Such investment adviser, immediately after accepting custody or possession of such funds or securities from any client, notifies such client in writing of the place and manner in which such funds and securities will be maintained, and thereafter, if and when there is any change in the place or manner in which such funds or securities are being maintained, gives each such client written notice thereof; and (d) Such investment adviser sends to each client, not less frequently than once every three months, an itemized statement showing the funds and securities in the custody or possession of the investment adviser at the end of such period; and (e) All such funds and securities of clients are verified by actual examination at least once during each calendar year by an independent public accountant. A certificate of such accountant, stating that he has made an examination of such funds and securities and describing the nature and extent of such examination, shall be filed with the Director promptly after such examination. (2) This rule shall not apply to an investment adviser also registered as a broker-dealer under ORS 59.165. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0190
441-205-0190 Disclosure of Capacity It shall constitute a “Manipulative, Deceptive, or Other Fraudulent Act or Practice,” within the meaning of these rules, for an investment adviser acting as principal for his own account, knowingly to sell any security to or purchase any security from a client for whom he is acting as investment adviser, or acting as broker-dealer for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of the transaction the capacity in which he is acting and obtaining the consent of the client to such transaction. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(2) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-030-0205, 815-030-0196
441-205-0210 Supervision of Associated Persons (1) Every broker-dealer shall exercise diligent supervision over the securities activities of all of his associated persons. (2) Every associated person of the broker-dealer shall be subject to the supervision of a supervisor designated by such broker-dealer. The supervisor may be the broker-dealer in the case of a sole proprietor, or a partner, officer, office manager, or any other qualified associated person. (3) As part of his responsibility under this rule, every broker-dealer shall establish, maintain, and enforce written procedures, a copy of which shall be kept in each business office, which shall set forth the procedures adopted by the broker-dealer to comply with the following duties imposed by this rule, and shall state at which business office or offices the broker-dealer keeps and maintains the records required by OAR 441-195-0010: (a) The review and written approval by the designated supervisor of the opening of each new customer account; (b) The frequent examination of all customer accounts to detect and prevent irregularities or abuses, including a review for churning and switching of securities in customers’ accounts, as well as unsuitable recommendations and sales of unregistered securities; (c) The prompt review and written approval by the designated supervisor of all securities transactions by associated persons and all correspondence pertaining to the solicitation or execution of all securities transactions by associated persons; (d) The review of back office operations, i.e., all systems and procedures, including the currency and accuracy of books and records, the status and causes of “Fails to Receive” and “Fails to Deliver,” net capital, credit extensions and financial reports; (e) The review of form, content, and filing of all correspondence related in any way to the purchase or sale or solicitation for the purchase or sale of securities; (f) The review and written approval by the designated supervisor of the delegation by any customer of discretionary authority with respect to his account to a stated associated person or persons of the broker-dealer and the prompt written approval of each discretionary order entered on behalf of that account; and (g) The prompt review and written approval of the handling of all customer complaints. As used in these rules, a “Complaint” is considered to be any written statement by a customer, or by any person acting for a customer, which complains about the activities of the broker-dealer or any associated person in connection with the solicitation or execution of a transaction or the disposition of funds of that customer. (4) Every broker-dealer who has designated more than one supervisor pursuant to section (2) of this rule shall designate from among his partners, officers, or other qualified associated persons, a person or group of persons who shall periodically inspect each business office of the broker-dealer to insure that the written procedures are enforced. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.205(13) History: CC 12-1973, f. 7-12-73, ef. 9-1-73, Renumbered from 815-205-0210, 815-030-0205
441-225-0010 Cancellation, Withdrawal and Suspension of the License for Broker-Dealers, Mortgage Brokers, Investment Advisers, and Salespersons (1) The procedure for cancellation of a license for failure to maintain a bond as required by ORS 59.175(4) is: (a) Upon notification from the surety of notice of intent to cancel the surety bond, the Securities Section shall send written notice to the licensee. This notice shall be sent by certified mail within three business days of receipt of notification from the surety. Failure to send the notice within three business days will not preclude cancellation under subsection (1)(b) of this rule; (b) Cancellation of the license will occur if an effective bond is not received by 5 p.m. Pacific Time seven business days after the bond cancellation date. The cancellation of the license shall be effective as of the bond cancellation date; (c) An effective bond is one that commences no later than the cancellation date of the previous bond. (2) A person whose license has been cancelled may obtain a license in Oregon by new application. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.175(4) & 59.225(1) History: FCS 6-1988, f. 3-22-88, cert. ef. 3-25-88, Renumbered from 815-030-0078 FCS 7-1987(Temp), f. 9-24-87, ef. 9-28-87