2023 New York Laws › GBS - General Business › Article 23-A - Fraudulent Practices in Respect to Stocks, Bonds and Other Securities › 359-F - Exemptions From Certain Provisions of Section Three Hundred Fifty-Nine-E.

§  359-f.  Exemptions from certain provisions of section three hundred
fifty-nine-e. 1. The provisions of subdivision eight  of  section  three
hundred and fifty-nine-e shall not apply to any transactions relating to
the  sale  or  offering  for  sale  of  any  of  the following described
securities by a dealer therein:
(a) Any security issued, or guaranteed by the  United  States  or  any
territory or insular possession thereof, or by the District of Columbia,
or by any state or political subdivision or agency thereof.
(b)  Any security issued or guaranteed by the Dominion of Canada or by
any foreign government with which the United States is at  the  time  of
the  sale or offer for sale thereof maintaining diplomatic relations, or
by any province or political subdivision thereof.
(c) Any security issued by a national bank or by any federal land bank
or joint-stock land bank or national farm  loan  association  under  the
provisions  of  the  federal farm loan act of July seventeenth, nineteen
hundred and sixteen, or by any  corporation  created  or  acting  as  an
instrumentality  of  the  government  of  the  United States pursuant to
authority granted by the congress of the United States.
(d) Any securities issued or guaranteed by a public service or utility
corporation, including a railroad corporation, provided such corporation
is subject to regulation or supervision  either  as  to  its  rates  and
charges or as to the issue of its own securities by a public commission,
board  or  officer  of  the  government  of the United States, or of any
territory,  or  insular  possession  thereof,  or  of   any   state   or
municipality  or other political subdivision thereof, or of the Dominion
of  Canada,  or  any  province  thereof;  also   equipment   and   trust
certificates  or  equipment  notes  or bonds based on chattel mortgages,
leases, or agreements for conditional sale of  cars,  motive  power,  or
other  rolling  stock  mortgaged, leased or sold to or furnished for the
use  of  or  upon  such  a  railroad  or  other  public-service  utility
corporation,  or  equipment  trust  certificates,  or equipment notes or
bonds where the ownership or title  of  such  equipment  is  pledged  or
retained  in  accordance  with  the provisions of the laws of the United
States, or of any state, territory or insular possession thereof, or  of
the  District  of  Columbia,  or  of  the  Dominion of Canada, or of any
province  thereof,  to  secure  the  payment  of  such  equipment  trust
certificates, bonds or notes.
(e)  Any  security  issued  by a corporation organized exclusively for
educational, benevolent, fraternal, or reformatory purposes, and not for
pecuniary profit.
(f) Any capital stock issued by a state bank, trust company or  saving
institution   incorporated   under  the  laws  of  and  subject  to  the
examination, supervision and control of  any  state  or  of  the  United
States or of any insular possession thereof.
(g)  Any  security  which  under  the  laws  of  this state is a legal
investment for savings banks or trust funds, and  any  securities  which
are underwritten or sold by any corporation under the supervision of the
superintendent of financial services of the state of New York.
(h) Any security, other than common stock, outstanding for a period of
not less than five years, upon which no default exists in the payment of
principal  or interest and upon which no such default has occurred for a
continuous immediately preceding period of five years, or in the case of
preferred stock upon which dividends specified in  the  certificates  of
such  stock have been paid for a continuous immediately preceding period
of five years.
(i) Negotiable promissory notes, drafts, and commercial paper provided
that such issue of notes, drafts and commercial paper mature in not more

than twelve months from date of issue and shall be issued  within  three
months after the date of sale.
(j)  Any  bond  and  mortgage sold or offered for sale in an undivided
whole.
(k)  Securities  which  on  January  first,   nineteen   hundred   and
twenty-five,  have  been  fully listed upon any exchange, located in the
state of New York, which on said date was organized  and  in  operation,
any  securities  senior  thereto  and  additional  amounts  of  all such
securities which thereafter become so listed so long as the  same  shall
remain  so listed.   Securities which shall become fully listed upon any
such exchange subsequent to said January  first,  nineteen  hundred  and
twenty-five,  shall  not be exempted as herein provided unless and until
such exchange shall cause to be duly published pursuant  hereto  in  the
state  paper as defined herein, a notice which shall contain the name of
the corporation, association, common law trust or  similar  organization
issuing  the  securities  so listed, the business or post office address
thereof, the state or country where incorporated or organized, the  date
of  such  listing  and  a brief description of the securities so listed.
After such publication of said notice as aforesaid, securities so listed
subsequent to January  first,  nineteen  hundred  and  twenty-five,  any
securities  senior thereto and additional amounts of all such securities
which thereafter become so listed, shall be exempted hereunder  so  long
as the same shall remain so listed.
(l)  Securities  sold or offered for sale at any judicial, executor's,
administrator's, guardian's, or conservator's sale, or  any  sale  by  a
receiver  or trustee in insolvency or bankruptcy, or at a public sale by
auction held at an advertised time and place.
(m) Sales by or for the account of a pledgee or mortgagee  selling  or
offering  for  sale  or delivery, in the ordinary course of business, to
liquidate a bona fide debt, a security pledged in good faith as security
for such debt.
(n) Negotiable documents of title, foreign currency orders  and  calls
or options therefor.
2.  The  attorney  general  may  upon  application,  in writing, grant
exemptions from the provisions of section  three  hundred  fifty-nine-e,
subdivisions  two, three, four, five and six to any person, partnership,
corporation, company, trust or association which is a dealer as  defined
in  section three hundred and fifty-nine-e, solely by reason of the fact
that it is offering to sell  or  selling  or  offering  to  purchase  or
purchasing  to  or from the public, within or from this state any one or
more of the securities which are specified in any one  or  more  of  the
following  paragraphs  of  this subdivision two of section three hundred
fifty-nine-f:
(a) Securities of a corporation which has  been  in  existence  for  a
period  of  not less than ten years or which is a consolidation, merger,
or successor of one or more corporations which has been in existence for
a period of not less than ten years, and which have not defaulted in the
payment of principal or  interest  on  any  of  its  obligations  for  a
continuous immediately preceding period of ten years, and in the case of
preferred  stock,  upon which dividends specified in the certificates of
such stock have been paid for a continuous immediately preceding  period
of six years, and in the case of common stock, upon which dividends have
been  paid annually for a continuous immediately preceding period of six
years at the rate of not less than three per cent of the book  value  of
such common stock as shown by its balance sheet at the date of the close
of the fiscal year in which such dividends were paid, as certified by an
independent certified public accountant.
(b)  Securities  which  are  fully  listed  on any securities exchange
located in this state so long as the same shall remain  so  listed,  and
any  securities  senior  thereto  and  additional  amounts  of  any such
securities which are so listed or which it is planned, at  the  time  of
the offering thereof, to list.
(c)  All  securities  which  are  mentioned  in  section three hundred
fifty-nine-f, subdivision one, with the exception of such securities  as
are specified in subdivisions h and k thereof.
(d)  Securities which are to be sold in a limited offering to not more
than forty persons; but the attorney-general may grant an exemption  for
offerings  made  to  more  than  forty  persons  when  he  deems such an
exemption within the purposes of this subdivision.
(e) Securities issued in connection with an employees' stock purchase,
savings, pension, profit-sharing, or similar benefit plan.