reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-55 - Determination of validity of filed document.

49:3-55 Determination of validity of filed document.
8. (a) Neither (1) the fact that an application for registration of any persons or a registration statement of any security has been filed nor (2) the fact that a person or security is effectively registered constitutes a finding by the bureau chief that any document filed under this act is true, complete, and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a person, security or transaction means that the bureau chief has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security, or transaction.
(b) It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with subsection (a) of this section.
L.1967,c.93,s.8; amended 1997, c.276, s.8.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-59 - Maintenance of records, examination.

49:3-59 Maintenance of records, examination.
12. (a) (Deleted by amendment, P.L.1997, c.276.)
(b) Every registered broker-dealer and investment adviser shall make and keep those accounts, correspondence, memoranda, papers, books, and other records as the bureau chief by rule prescribes. Such books, records and accounts shall conform to those prescribed by the Securities and Exchange Commission. All records and books so required shall be accessible to the bureau and preserved for three years unless the bureau chief by rule prescribes otherwise;
(c) With respect to investment advisers, the bureau chief may require by rule that certain information be furnished or disseminated as necessary or appropriate in the public interest or for the protection of investors and investment advisory clients. To the extent determined by the bureau chief, information furnished to clients or prospective clients of an investment adviser that would be in compliance with the "Investment Advisers Act of 1940" and the regulations promulgated thereunder may be used in whole or partial satisfaction of this requirement;
(d) Every registered broker-dealer and investment adviser shall file the financial reports the bureau chief prescribes by rule, except that the bureau chief shall not require a registered broker-dealer to file financial reports which exceed the limitations provided in section 15 of the "Securities Exchange Act of 1934," 15 U.S.C. s.78o;
(e) If the information contained in any document filed with the bureau is or becomes inaccurate or incomplete in any material respect, the registrant shall promptly file a correcting amendment unless notification of the correction has been given under subsection (h) of section 9 of P.L.1967, c.93 (C.49:3-56);
(f) All the records referred to in subsection (b) of this section are subject at any time or from time to time to such reasonable periodic, special, or other examinations by representatives of the bureau chief, within or without this State, as the bureau chief deems necessary or appropriate in the public interest or for the protection of investors. The bureau chief may cooperate with the securities administrators of other states, the Securities and Exchange Commission, Commodity Futures Trading Commission, federal and state banking regulators, state insurance regulators and any national securities exchange or national securities association registered under the "Securities Exchange Act of 1934."
L.1967,c.93,s.12; amended 1997, c.276, s.12.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-60 - Offer or sale of securities, lawful; conditions.

49:3-60 Offer or sale of securities, lawful; conditions.
13. It is unlawful for any security to be offered or sold in this State unless:
(a) The security or transaction is exempt under section 3 of P.L.1967, c.93 (C.49:3-50);
(b) (Deleted by amendment, P.L.1997, c.276.)
(c) (Deleted by amendment, P.L. 1985, c. 405.)
(d) (Deleted by amendment, P.L.1985, c. 405.)
(e) The security is registered under this act; or
(f) It is a federal covered security for which a notice filing and fees have been submitted as required by section 14 of this act (C.49:3-60.1).
L.1967,c.93,s.13; amended 1985, c.405, s.6; 1997, c.276, s.13.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-63 - Filing of materials distributed to prospective investors.

49:3-63 Filing of materials distributed to prospective investors.
16. The bureau chief may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distribution to prospective investors, including clients or prospective clients of an investment adviser, unless the security is not required to be registered by subsection (a) or (f) of section 13 of P.L.1967, c.93 (C.49:3-60).
L.1967,c.93,s.16; amended 1997, c.276, s.19.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-65 - Handling of filed documents.

49:3-65 Handling of filed documents.
18. (a) A document is filed when it is received in completed form by the bureau;
(b) The bureau shall keep a register of all applications for registration and registration statements which are or have ever been effective under this act and all denial, suspension, revocation or other orders which have been entered under this act. The register shall be open for public inspection;
(c) The information contained in or filed with any registration statement, application or report may be made available to the public under such rules as the bureau chief prescribes;
(d) Upon request, the bureau chief shall furnish to any person photographic or other copies, certified under his seal of office if requested, of any entry in the register or any document in the custody of the bureau chief which is a public record. The bureau chief may establish such reasonable conditions and charges for the obtaining of such copies as will in his judgment be practicable.
(e) The provisions of this section are subject to the provisions of P.L.1963, c.73 (C.47:1A-1 et seq.).
L.1967,c.93,s.18; amended 1997, c.276, s.21.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-66 - Administration of act.

49:3-66 Administration of act.
19. (a) This act shall be administered by the Bureau of Securities in the Division of Consumer Affairs of the Department of Law and Public Safety. The principal executive officer of the bureau shall be a chief who is appointed by and serves at the pleasure of the Attorney General. The chief of the bureau shall have power to employ such officers and employees as may be necessary to carry out the purposes of this act and to define their duties;
(b) It shall be unlawful for any of the officers or employees of the bureau to use for personal benefit any information which is filed with or obtained by the bureau and which is not made public. No provision of this act authorizes any officers or employees of the bureau to disclose any such information except among themselves or when necessary or appropriate in a proceeding or investigation under this act. No provision of this act either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under subpoena directed to any of the officers or employees of the bureau.
L.1967,c.93,s.19; amended 1997, c.276, s.22.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-66.1 - Continuation of "Securities Enforcement Fund," fees, annual accounting of transactions.

49:3-66.1 Continuation of "Securities Enforcement Fund," fees, annual accounting of transactions.
15. The "Securities Enforcement Fund" in the Division of Consumer Affairs of the Department of Law and Public Safety shall continue as a nonlapsing, revolving fund. All fees, penalties, costs, fines and other moneys collected pursuant to this act, shall be deposited in the fund. Moneys in the fund shall be used by the Director of the Division of Consumer Affairs to administer the provisions of this act and to investigate violations and to enforce the prohibitions of this act to protect the public. There shall be made available from the General Fund such additional amounts as may be required to carry out the provisions of this act.
All fees set by rule of the bureau chief pursuant to this act may be imposed for revenue if the fees, taken together, are reasonably related to the overall costs of carrying out the regulatory and administrative duties of the bureau as set forth in this act.
The fees set pursuant to the "Uniform Securities Law (1967)," P.L.1967, c.93 (C.49:3-47 et seq.) and supplements thereto which are in effect on the effective date of this act, but which are to be set by regulation pursuant to this act, shall remain in effect until the regulations promulgated pursuant to this act take effect.
An annual accounting of deposits to and withdrawals from the fund shall be made by the Director of the Division of Consumer Affairs and filed with the Attorney General and bureau chief and any State agency, as required by law.
L.1985,c.405,s.15; amended 1997, c.276, s.23.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-67 - Rules, forms, orders from bureau chief.

49:3-67 Rules, forms, orders from bureau chief.
20. (a) The bureau chief may from time to time make, amend and rescind such rules, forms and orders as are reasonably necessary to carry out the provisions of this act, including rules and forms governing applications and reports, and defining any terms, whether or not used in this act, insofar as the definitions are not inconsistent with the provisions of this act. For the purpose of rules and forms, the bureau chief may classify securities, persons and matters within his jurisdiction, and prescribe different requirements for different classes;
(b) No rule, form or order may be made, amended or rescinded unless the bureau chief finds that the action is necessary and appropriate (1) in the public interest, or (2) for the protection of investors, or (3) consistent with the purposes fairly intended by the policy and provisions of this act. In prescribing rules and forms the bureau chief may co-operate with the securities administrators of the other states and the Securities and Exchange Commission with a view to effectuating the policy of this statute to achieve maximum uniformity in the form and content of applications and reports wherever practicable;
(c) The bureau chief may by rule prescribe (1) the form and content of financial statements required under this act; and (2) the circumstances under which consolidated financial statements shall be filed. All financial statements shall be prepared in accordance with generally accepted accounting practices. The form and content of financial statements shall conform, insofar as practicable, to those prescribed by the Securities and Exchange Commission;
(d) All rules and forms promulgated by the bureau chief shall be filed as required pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.). Copies of the rules and samples of the forms shall be published in convenient form by the bureau for distribution to interested persons, subject to available appropriations.
L.1967,c.93,s.20; amended 1997, c.276, s.24.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-68.1 - Restraints ordered by bureau chief.

49:3-68.1 Restraints ordered by bureau chief.
26. (a) In case of contumacy by, or refusal to obey a subpoena or order issued to, any person, the bureau chief may, in his discretion, summarily order restraints on the issuance, sale, offer for sale, purchase or offer to purchase, promotion, negotiation, advertisement, or distribution from or within the State of any securities or investment advisory advice concerning securities, by the person, or agent, employee, broker, partner, officer, director, investment adviser representative, or stockholder thereof, until that person has fully complied with that subpoena or order and the bureau has completed its investigation.
(b) The bureau chief may proceed in an action in a summary manner or otherwise, by issuing a cease and desist order, by denying, revoking or suspending any registration or exemption under this act, by assessing civil monetary penalties, or by any combination of these actions he deems appropriate. Upon entry of such an order, the bureau chief shall promptly notify each person subject thereto that it has been entered and of the reasons therefor. In the case of an agent, notice shall also be given to the broker-dealer with which the agent is affiliated as shown on the Central Registration Depository, and in the case of an investment adviser representative, notice shall also be given to the investment adviser with which the investment adviser representative is affiliated as shown on Form ADV, 17 C.F.R. s.279.1, or successor federal registration form;
(1) The bureau chief shall entertain on no less than three days' notice an application to lift the summary order on written application of the person subject thereto and in connection therewith may, but need not, hold a hearing and hear testimony, but shall provide to the person subject thereto a written statement of the reasons for the summary order;
(2) Upon service of notice of the order issued by the bureau chief, each person subject thereto shall have up to 15 days to respond to the bureau in the form of a written answer and written request for a hearing. The bureau chief shall, within five days of receiving the answer and request for a hearing, either transmit the matter to the Office of Administrative Law for a hearing, or schedule a hearing at the Bureau of Securities. Orders issued pursuant to this section shall be subject to an application to vacate upon 10 days' notice, and in any event a preliminary hearing on the order shall be held within 20 days after it is requested, and the filing of a motion to vacate the order shall toll the time for filing an answer and written request for a hearing;
(3) If a person subject to the order fails to respond by either filing a written answer and written request for a hearing with the bureau or moving to vacate the order within the 15-day prescribed period, that person shall have waived the opportunity to be heard and the order shall remain in effect as to that person until modified or vacated by the bureau chief.
L.1997,c.276,s.26.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-70 - Violations, penalties.

49:3-70 Violations, penalties.
23. (a) Any person who knowingly violates any provision of this act, except section 7 or 13 of P.L.1967, c.93 (C.49:3-54 or C.49:3-60), or who knowingly violates any rule or order under this act, or who willfully violates section 7 of P.L.1967, c.93 (C.49:3-54), knowing the statement made to be false or misleading in any material respect, shall be guilty of a second or third degree crime, depending upon the amount of the loss as provided in subsection (d) of this section.
(b) Any person who recklessly violates subsection (a), (b) or (c) of section 5 or paragraph (1) or (2) of subsection (a) or subsection (f) of section 6 of P.L.1967, c.93 (C.49:3-52 or 49:3-53) or section 6 of this act, shall be guilty of a crime of the fourth degree.
(c) For purposes of this section, "knowingly" and "recklessly" shall have the respective meanings ascribed to them in subsection (b) of N.J.S.2C:2-2.
(d) If the total value of all money or anything else of value paid by or lost by victims of the violations of this act, resulting from the same device, scheme or artifice, from the same untrue statement of a material fact or failure to state a material fact, from the same act, practice or course of business, or from any other fraud involving any security is:
(1) less than $75,000, or if no monetary value can be placed upon the loss or if no person pays or loses anything of monetary value, the offender is guilty of a crime of the third degree;
(2) $75,000 or more, the offender is guilty of a crime of the second degree;
(e) No person may be imprisoned for the violation of any rule or order if he proves that he had no knowledge of the rule or order.
(f) An indictment or information returned under this act shall be subject to the limitations of N.J.S.2C:1-6. A violation is committed when every element occurs or at the time when the course of conduct or the actor's complicity therein is terminated.
(g) Nothing in this act shall limit the power of this State to prosecute a person for conduct constituting a crime under any other law.
L.1967,c.93,s.23; amended 1985, c.405, s.13; 1997, c.276. s.28.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-70.1 - Violations, civil penalties.

49:3-70.1 Violations, civil penalties.
29. Any person who violates any of the provisions of this act or who violates any rule or order under this act, shall be liable for the first violation to a penalty of not more than $10,000; for a second violation to a penalty of not more than $20,000; and for each subsequent violation to a penalty of not more than $20,000 per violation. One or more violations may occur at the same time or be part of the same conduct or pattern of conduct. The penalty shall be entered, with the requisite notice, sued for and recovered by and in the name of the bureau chief and shall be collected and enforced by summary proceeding pursuant to "the penalty enforcement law," N.J.S.2A:58-1 et seq., or administratively.
L.1997,c.276,s.29.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-72 - Nonapplicability of act.

49:3-72 Nonapplicability of act.
25. No provision of this act imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form or order of the bureau chief, notwithstanding that the rule, form or order may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
L.1967,c.93,s.25; amended 1997, c.276, s.31.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-73 - Consent to bureau chief as attorney for service of process.

49:3-73 Consent to bureau chief as attorney for service of process.
26. (a) Every broker-dealer, agent or investment adviser applicant for registration under this act and every issuer who is required to file with the bureau to claim an exemption from registration or to register a security in this State shall file with the bureau, in such form as the bureau chief by rule prescribes, an irrevocable consent appointing the bureau chief or his successor in office to be his attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against him or his successor, executor or administrator which arises under this act or any rule or order hereunder after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. A person who has filed such a consent in connection with a previous registration need not file another. Service may be made by leaving a copy of the process in the office of the bureau, but it is not effective unless the plaintiff, who may be the bureau chief, in a suit, action or proceeding instituted on his behalf by the Attorney General forthwith sends notice of the service and a copy of the process by certified or registered mail to the defendant or respondent at his last address on file with the bureau. It is the responsibility of the registrant to maintain its current address on file with the bureau. If process was served on the last address on file with the bureau and is returned by the post office unclaimed, refused or not forwarded, that service will constitute valid service;
(b) If any person, including any nonresident of this State, engages in conduct prohibited or made actionable by this act or any rule or order authorized by this act, and he has not filed a consent to service of process under subsection (a) of this section and personal jurisdiction over him cannot otherwise be obtained in this State, that conduct shall be considered equivalent to his appointment of the bureau chief or his successor in office to be his attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against him or his successor, executor or administrator which grows out of that conduct and which is brought under this act or any rule or order hereunder, with the same force and validity as if served on him personally. Service may be made by leaving a copy of the process in the office of the bureau, and it is not effective unless the plaintiff, who may be the bureau chief in any action instituted on his behalf by the Attorney General, forthwith sends notice of the service and a copy of the process by certified or registered mail to the defendant or respondent at his last known address.
L.1967,c.93,s.26; amended 1997, c.276, s.32.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-75 - Construction of act.

49:3-75 Construction of act.
28. This act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact similar laws and to co-ordinate the interpretation and administration of this act with related federal regulations. The bureau chief and the bureau chief's designees may participate in private investigations and enforcement proceedings and cooperate in sharing information with other State authorities, and with authorities of other states and of federal and foreign governments.
L.1967,c.93,s.28; amended 1997, c.276, s.33.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-76 - Severability of provisions

49:3-76. Severability of provisions
If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the law which can be given effect without the invalid provision or application, and to this end the provisions of this law are severable.
L.1967, c. 93, s. 29.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-78 - Agreements relative to exempted transaction.

49:3-78 Agreements relative to exempted transaction.
2. For any exempted transaction which meets the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer shall execute an escrow agreement with a bank, savings bank, savings and loan association, or credit union, which institution has a place of business in New Jersey, that provides that investor funds obtained pursuant to the provisions of P.L.2015, c.128 (C.49:3-77 et al.) will be deposited in that institution, and shall further provide that all offering proceeds will be released to the issuer only when the aggregate capital raised from all investors pursuant to P.L.2015, c.128 (C.49:3-77 et al.) is equal to or greater than the minimum offering amount specified in the issuer's business plan as necessary to implement the business plan. The agreement shall also provide that all investor funds will be returned within 60 days to investors if that minimum offering amount is not raised by the time stated in the disclosures required to be set forth pursuant to P.L.2015, c.128 (C.49:3-77 et al.).
L.2015, c.128, s.2.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-79 - Promulgation of legend, investor certification.

49:3-79 Promulgation of legend, investor certification.
3. a. The bureau shall promulgate a legend that the issuer shall be required to provide to all prospective investors in exempted securities offered pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), informing prospective investors that the securities have not been registered with the United States Securities and Exchange Commission or the bureau and that the securities are subject to limitations on resale, along with any other information the bureau finds relevant to be included in that legend.
b. The bureau shall promulgate an investor certification which, prior to the consummation of a purchase, the investor in the securities shall be required to certify in writing or electronically that the investor understands:
(1) The investment may be a high-risk speculative business venture;
(2) The offering has not been reviewed or approved by any State or federal securities regulatory authority and no person or authority has confirmed the accuracy or determined the adequacy of disclosures made relating to this offering;
(3) The securities are illiquid, there is no ready market for the sale of the securities, and it may be difficult or impossible to sell or otherwise dispose of the investment;
(4) The investor may be subject to tax on the taxable income and losses of the company; and
(5) Any additional information the bureau finds relevant.
L.2015, c.128, s.3.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-81 - Quarterly report to investors.

49:3-81 Quarterly report to investors.
5. An issuer of securities exempted pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50) shall provide, free of charge, a quarterly report to the issuer's investors. An issuer may satisfy the reporting requirement of this section by making the information available on an Internet site if the information is made available within 45 days after the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. A written copy shall be provided to an investor upon request. The report shall include a statement of the compensation received by each director and executive officer, including cash compensation earned since the previous report, as well as any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or any compensation received. The report shall also include an analysis by management of the issuer of the business operations and financial condition of the issuer.
L.2015, c.128, s.5.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-82 - Criteria for disqualifying issuers from claiming exemption.

49:3-82 Criteria for disqualifying issuers from claiming exemption.
6. The bureau shall establish by regulation criteria for disqualifying issuers of securities from claiming the exemption from registration pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50). The criteria shall include, but not be limited to, the following disqualifying events:
a. Criminal convictions in connection with the purchase or sale of a security, or involving the making of a false filing related to the offer or sale of a security;
b. Injunctions and court orders against engaging in or continuing conduct or practices in connection with the purchase or sale of securities or involving the making of a false filing related to the offer or sale of a security or any criminal conviction as described in subsection (k) of section 9 of P.L.1967, c.93 (C.49:3-56);
c. United States Postal Service false representation orders; and
d. The issuer is subject to a bureau stop order.
L.2015, c.128, s.6.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-83 - Regulations.

49:3-83 Regulations.
7. The bureau chief, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), may adopt regulations to effectuate the purposes of P.L.2015, c.128 (C.49:3-77 et al.) and to comply with the requirements of applicable federal law; except that, notwithstanding any provision of P.L.1968, c.410 (C.52:14B-1 et seq.) to the contrary, the bureau chief may adopt, immediately upon filing with the Office of Administrative Law, those regulations as the bureau chief deems necessary to implement the provisions of P.L.2015, c.128 (C.49:3-77 et al.), which regulations shall be effective for a period not to exceed six months after the date of filing and may, thereafter, be amended, adopted or readopted by the commissioner in accordance with the requirements of P.L.1968, c.410 (C.52:14B-1 et seq.).
L.2015, c.128, s.7.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-85 - Definitions relative to financial exploitation of vulnerable adults.

49:3-85 Definitions relative to financial exploitation of vulnerable adults.
2. As used in this act:
"Applicable county adult services provider" means the county adult services provider that services the county of residence of the eligible adult.
"County adult protective services provider" has the meaning in section 2 of P.L.1993, c.249 (C.52:27D-407).
"Eligible adult" means:
(1) a person 65 years of age or older; or
(2) a person subject to the "Adult Protective Services Act," P.L.1993, c.249 (C.52:27D-406 et seq.).
"Financial exploitation" means:
(1) the wrongful or unauthorized taking, withholding, appropriation, or use of money, assets or property of an eligible adult; or
(2) any act or omission taken by a person, including through the use of a power of attorney, guardianship, or conservatorship of an eligible adult, to:
(a) obtain control, through deception, intimidation or undue influence, over the eligible adult's money, assets or property to deprive the eligible adult of the ownership, use, benefit or possession of his or her money, assets or property; or
(b) convert money, assets or property of the eligible adult to deprive such eligible adult of the ownership, use, benefit or possession of his or her money, assets or property.
"Qualified individual" means any broker-dealer, agent, investment adviser, investment adviser representative or other person who serves in a supervisory, compliance, legal, or senior investor protection capacity for a broker-dealer or investment adviser.
L.2019, c.340, s.2.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-86 - Notification to bureau, county adult protective services provider.

49:3-86 Notification to bureau, county adult protective services provider.
3. a. If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, the broker-dealer or investment adviser shall promptly notify the bureau and the applicable county adult protective services provider.
b. A qualified individual who, in good faith and exercising reasonable care, makes a disclosure in compliance with this section shall be immune from administrative or civil liability that might otherwise arise from such disclosure or for any failure to notify the eligible adult of the disclosure.
L.2019, c.340, s.3.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:3-87 - Notification of certain third party.

49:3-87 Notification of certain third party.
4. a. If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, a qualified individual shall notify any third party previously designated by, and may notify any third party reasonably associated with, the eligible adult, provided that disclosure may not be made to any third party that is suspected of financial exploitation or other abuse of the eligible adult.
b. A qualified individual who, in good faith and exercising reasonable care, makes a disclosure in compliance with this section shall be immune from any administrative or civil liability that might otherwise arise from such disclosure.
L.2019, c.340, s.4.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 48:3-89 - Provision of access to records.

48:3-89 Provision of access to records.
6. a. A broker-dealer or investment adviser shall provide access to, or copies of records that are relevant to the suspected or attempted financial exploitation of an eligible adult to agencies charged with administering State adult protective services laws and to law enforcement, either as part of a referral to the agency or to law enforcement, or upon request of the agency or law enforcement pursuant to an investigation. The records may include historical records as well as records relating to the most recent transaction or transactions that may comprise financial exploitation of an eligible adult. All records made available to agencies under this section shall not be deemed to be a public record pursuant to P.L.1963, c.73 (C.47:1A-1 et seq.) or P.L.2001, c.404 (C.47:1A-5 et seq.). Nothing in this section shall limit or otherwise impede the authority of the bureau to access or examine the books and records of broker-dealers and investment advisers as otherwise provided by law.
b. A broker-dealer or investment adviser who, in good faith and exercising reasonable care, acts in compliance with this section shall be immune from any administrative or civil liability that might otherwise arise from providing access in accordance with this section.
L.2019, c.340, s.6.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:4-1 - Security; governing instrument defined

49:4-1. Security; governing instrument defined
As used in this act:
a. "Security" and "securities" includes (1) bonds, debentures, notes and all other instruments and writings, however designated, evidencing an obligation to pay money; (2) interest coupons pertaining to the foregoing; (3) evidences of stockholder's equities, including but not limited to, stock certificates, rights, and warrants; (4) every instrument which is subject to the provisions of chapter 8, Investment Securities, of Title 12A of the New Jersey Statutes (The Uniform Commercial Code); and (5) every other type of instrument, however designated, the destruction of which is required by statute, contract or other writing to be effected after their cancellation;
b. "Governing instrument" includes statutes of this State, ordinances, resolutions, notes, mortgages, debentures, trust indentures and all other writings pursuant to which securities are issued.
L.1972, c. 137, s. 1.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:4-2 - Shredding in lieu of cremation or incineration

49:4-2. Shredding in lieu of cremation or incineration
Whenever any governing instrument requires the destruction by cremation or incineration of any cancelled security, such destruction may, in lieu of such cremation or incineration, be effected by shredding notwithstanding the express provisions of such governing instrument.
L.1972, c. 137, s. 2.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:5-4 - Permission to proceed; hearings

49:5-4. Permission to proceed; hearings
a. The bureau chief shall permit any takeover bid referred to in subsection a of section 3 of this act unless after a public hearing thereon, referred to in subsection b. of this section, he finds that:
(1) The financial condition of the offeror is such as to jeopardize the financial stability of the target company, or prejudice the interests of any employees, or securityholders who are unaffiliated with the offeror;
(2) The terms of the takeover bid are unfair or inequitable to the securityholders of the target company;
(3) The plans and proposals which the offeror has to make any material change in the target company's business or corporate structure or management, are not in the interest of the target company's remaining securityholders, or employees;
(4) The competence, experience and integrity of those persons who would control the operation of the target company are such that it would not be in the interest of the target company's remaining securityholders, or employees, to permit the takeover; or
(5) The terms of the takeover bid do not comply with the provisions of this act.
b. A public hearing shall be held at a time and place fixed by the bureau chief if, within 20 days after the filing of the statement referred to in subsection a of section 3 of this act, he shall determine that such a public hearing is necessary or shall receive from the target company, acting by resolution of its board of directors, a written request for such a public hearing, unless the bureau chief finds that no cause for hearing exists. Written notice of such determination or of the receipt of such request shall be promptly sent to the offeror and the target company by the bureau chief. At least 20 days' notice of the holding of any such public hearing shall be given by the bureau chief to the offeror filing the statement and to the target company. No less than 7 days' notice of such public hearing shall be given by the offeror filing the statement to such other persons as may be designated by the bureau chief. The target company shall give such notice to its securityholders. The bureau chief shall make a determination within 60 days after the conclusion of such hearing. At such hearing, the offeror filing the statement, the target company, and any other person the bureau chief determines has sufficient interest shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and in connection therewith shall be entitled to conduct discovery proceedings in the same manner as is allowed in the Superior Court of this State, or pursuant to such other procedure as may be established by the bureau chief. All discovery proceedings shall be concluded not later than 3 days prior to the commencement of public hearings.
L.1977, c. 76, s. 4, eff. April 27, 1977.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:5-5 - Mailing shareholders; payment of expenses

49:5-5. Mailing shareholders; payment of expenses
To the extent permitted by applicable Federal laws, rules and regulations, all notices of public hearings held pursuant to section 4 of this act shall be mailed by the target company to its shareholders within 5 business days after the target company has received such notification from the bureau chief. The cost of mailing shall be borne by the offeror making the filing. As security for the payment of such expenses, such offeror shall file with the bureau an acceptable bond or other deposit in an amount to be determined by the bureau.
L.1977, c. 76, s. 5, eff. April 27, 1977.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:5-6 - Time for filing

49:5-6. Time for filing
a. Copies of all advertisements, circulars, letters or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the takeover offer, with the exception of the initial press release by the offeror to the wire services announcing the intention to make a takeover offer, shall be filed with the bureau chief and sent to the target company or offeror, respectively, not later than the time copies of such solicitation or recommendation are first published or sent or given to offerees.
b. The materials described in subsection a. of this section shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The bureau chief may by order prohibit the use of any materials deemed false or misleading.
L.1977, c. 76, s. 6, eff. April 27, 1977.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:5-7 - Investigations

49:5-7. Investigations
a. The bureau may make such investigations within or outside of this State as it deems necessary to determine whether any person has violated or is about to violate the provisions of this act or any order of the bureau chief, and may require any person subject to the investigation to pay the actual costs of the investigation including $50.00 per day for the time of the investigator. The bureau chief shall have power to issue subpenas and subpenas duces tecum to require the attendance of any person and the production of any papers for the purposes of such investigation.
b. If, in the course of any investigation or hearing conducted by the bureau chief pursuant to this act, a person refuses to answer a question or questions or produce evidence of any kind on the ground that he will be exposed to criminal prosecution or penalty or to forfeiture of his estate thereby, the bureau chief may order the person to answer the question or questions or produce the requested evidence and confer immunity as in this section provided. If upon issuance of such an order, the person complies therewith, he shall be immune from having such responsive answer given by him or such responsive evidence produced by him, or evidence derived therefrom used to expose him to criminal prosecution or penalty or to a forfeiture of his estate, except that such person may nevertheless be prosecuted for any perjury committed in such answer or in producing such evidence, or for contempt for failing to give an answer or produce evidence in accordance with the order of the bureau chief and any such answer given or evidence produced shall be admissible against him upon any criminal investigation, proceeding or trial against him for such perjury, or upon any investigation, proceeding or trial against him for such contempt.
L.1977, c. 76, s. 7, eff. April 27, 1977.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:5-8 - Prohibited acts

49:5-8. Prohibited acts
No person shall engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation:
a. Solicitation of any offeree for acceptance or rejection of a takeover offer, or acquisition of any equity security of a target company pursuant to a takeover offer, that has not been permitted to proceed or exempt under this act.
b. Publication or use in connection with the offer of any untrue statement of material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, but not including the mailing by a target company to the record or beneficial owners of its equity securities of solicitation materials published by an offeror.
c. Sale by any officer, director, affiliate or associate of a target company of all or any part of their equity securities to the offeror at a price higher than that to be paid to the offerees pursuant to the offer, unless the sales are made at the then existing market price.
d. Acquisition by the offeror, after announcement of the takeover offer and prior to its termination, of equity securities of the target company otherwise than pursuant to the takeover offer.
L.1977, c. 76, s. 8, eff. April 27, 1977.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:5-9 - Takeover offer

49:5-9. Takeover offer
a. An offer shall provide that any equity securities of a target company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time up to the third day prior to the announced termination date, except as the bureau chief may otherwise prescribe by rule or order for the protection of the offerees.
b. If an offeror makes a takeover offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree.
c. If an offeror varies the term of a takeover offer before its expiration date by increasing the consideration offered to the offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether the securities have been accepted by the offeror before or after the variation in the terms of the offer.
d. No offeror shall make a takeover offer at any time when an administrative or injunctive proceeding has been brought by the bureau chief against the offeror for violation of this chapter that has not been finally determined.
e. An offeror may not make a takeover offer involving a target company which is not made to the owners of equity securities of the target company who are residents of this State.
L.1977, c. 76, s. 9, eff. April 27, 1977.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:5-10 - Voting of securities; restrictions

49:5-10. Voting of securities; restrictions
No security of a target company acquired pursuant to a takeover bid in contravention of the provisions of this act or of any rule, regulation or order issued by the bureau chief hereunder may be voted at any shareholders' meeting, or may be counted for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though such securities were not issued and outstanding; but no action taken at any such meeting shall be invalidated by the voting of such securities, unless the action would materially affect control of the target company or unless a court of this State has so ordered. If a target company or the bureau chief has reason to believe that any equity security of the target company has been or is about to be acquired in contravention of the provisions of this act or of any rule, regulation, or order issued by the bureau chief hereunder, the target company or the bureau chief may apply to the Superior Court to enjoin any such acquisition, to enjoin the voting of any security so acquired, to void any vote of such security already cast at any meeting of shareholders, and for such other equitable relief as the nature of the case and the interests of the target company's securityholders, employees, customers or creditors or of the public may require.
In any case where an offeror has acquired or is proposing to acquire any voting securities in violation of this act or any rule, regulation or order issued by the bureau chief hereunder, the Superior Court may, on such notice as the court deems appropriate, upon the application of the target company or the bureau chief seize or sequester any voting securities of the target company owned directly or indirectly by such offeror and issue such orders with respect thereto as may be appropriate to effectuate the provisions of this act. Notwithstanding any other provisions of law, for the purposes of this act the situs of the ownership of the securities of target companies shall be deemed to be in this State.
L.1977, c. 76, s. 10, eff. April 27, 1977.
2023 New Jersey Revised Statutes › Title 49 - Sale of Securities › Section 49:5-11 - Promulgation of regulations

49:5-11. Promulgation of regulations
a. This act shall be administered by the Chief of the Bureau of Securities in the Division of Consumer Affairs in the Department of Law and Public Safety, who may promulgate regulations necessary to carry out the purposes of this act, including regulations defining fraudulent, deceptive and manipulative acts and practices and other terms used herein.
b. The bureau chief shall set a filing fee for a disclosure statement filed by an offeror and the same amount for a request for hearing filed by a target company. Such fees may be set so as to raise sufficient revenue for funding the purposes of this act.
L.1977, c. 76, s. 11, eff. April 27, 1977.