reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.502 - Prohibited conduct in providing investment advice.

551.502
Prohibited conduct in providing investment advice.
(1)
Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities, to do any of the following:
(a)
To employ a device, scheme, or artifice to defraud another person.
(b)
To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
(2)
Rules defining fraud. A rule adopted under this chapter may define an act, practice, or course of business of an investment adviser or an investment adviser representative, other than a supervised person, as defined in section 202 (a) (25) of the Investment Advisers Act of 1940 (15 USC 80b-2 (a) (25)), of a federal covered investment adviser, as fraudulent, deceptive, or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons, as defined in section 202 (a) (25) of the Investment Advisers Act of 1940 (15 USC 80b-2 (a) (25)), of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative.
(3)
Rules specifying contents of advisory contract. A rule adopted under this chapter may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.503 - Evidentiary burden.

551.503
Evidentiary burden.
(1)
Civil. In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim.
(2)
Criminal. In a criminal proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.504 - Filing of sales and advertising literature.

551.504
Filing of sales and advertising literature.
(1)
Filing requirement. Except as otherwise provided in sub. (2), a rule adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this chapter.
(2)
Excluded communications. This section does not apply to sales and advertising literature specified in sub. (1) which relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by s. 551.201, 551.202, or 551.203 except as required pursuant to s. 551.201 (7).
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.505 - Misleading filings.

551.505
Misleading filings.
It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.506 - Misrepresentations concerning registration or exemption.

551.506
Misrepresentations concerning registration or exemption.
The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constitute a finding by the administrator that a record filed under this chapter is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the administrator has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.507 - Qualified immunity.

551.507
Qualified immunity.
A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the administrator, or designee of the administrator, the Securities and Exchange Commission, or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.508 - Criminal penalties.

551.508
Criminal penalties.
(1)
Criminal penalties. A person that willfully violates this chapter, or a rule adopted or order issued under this chapter, except s. 551.504 or the notice filing requirements of s. 551.302 or 551.405, or that willfully violates s. 551.505 knowing the statement made to be false or misleading in a material respect, upon conviction, shall be guilty of a Class H felony. An individual convicted of violating a rule or order under this chapter may be fined, but may not be imprisoned, if the individual did not have knowledge of the rule or order. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense.
(1m)
Enhancement of penalties.
(a)
If a person is convicted of a crime under sub. (1) and the crime is committed against another person who is at least 65 years of age when the crime is committed, for each such offense the maximum fine prescribed under sub. (1) may be increased by not more than $5,000 and the maximum term of imprisonment prescribed under sub. (1) may be increased by not more than 5 years.
(b)
This subsection provides for the enhancement of the penalties applicable for the underlying crime. The court shall direct that the trier of fact find a special verdict as to the age of the victim at the time of the crime.
(c)
It is no defense to the enhancement of penalties under this subsection that the person convicted did not know the age of the victim or reasonably believed that the victim was not at least 65 years of age.
(2)
Criminal reference not required. The attorney general or the district attorney of the appropriate county, with or without a reference from the administrator, may institute criminal proceedings under this chapter.
(3)
No limitation on other criminal enforcement. This chapter does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.
History:  2007 a. 196; 2009 a. 196.
That s. 551.58 (1) does not require a person to know his or her actions are unlawful does not render the statute unconstitutional. Mueller v. Sullivan, 141 F.3d 1232 (1998).
NOTE:  The above annotations refer to ch. 551 as it existed prior to its repeal and recreation by 2007 Wis. Act 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.601 - Administration.

551.601
Administration.
(1)
Administration. The administrator shall administer this chapter.
(2)
Unlawful use of records or information. It is unlawful for the administrator or an officer, employee, or designee of the administrator to use for personal benefit or the benefit of others records or other information obtained by or filed with the administrator that are not public under s. 551.607 (2). This chapter does not authorize the administrator or an officer, employee, or designee of the administrator to disclose the record or information, except in accordance with s. 551.602, 551.607 (3), or 551.608.
(3)
No privilege or exemption created or diminished. This chapter does not create or diminish a privilege or exemption that exists at common law, by statute or rule, or otherwise.
(4)
Investor education. The administrator may develop and implement investor education initiatives to inform the public about investing in securities, with particular emphasis on the prevention and detection of securities fraud. In developing and implementing these initiatives, the administrator may collaborate with public and nonprofit organizations with an interest in investor education. The administrator may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education initiatives. This subsection does not authorize the administrator to require participation or monetary contributions of a registrant in an investor education program.
(5)
Securities investor education and training funding. All moneys collected from the administrative assessment under s. 551.604 (4) shall be credited to the appropriation under s. 20.144 (1) (i). Subject to s. 20.144 (1) (i), the division shall use moneys credited to that appropriation for the purposes specified in sub. (4) and s. 20.144 (1) (i).
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.606 - Administrative files and opinions.

551.606
Administrative files and opinions.
(1)
Public register of filings. The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this chapter or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this chapter or the predecessor act; and interpretative opinions or no action determinations issued under this chapter.
(2)
Public availability. The administrator shall make all rules, forms, interpretative opinions, and orders available to the public.
(3)
Copies of public records. The administrator shall furnish a copy of a record that is a public record or a certification that the public record does not exist to a person that so requests. A rule adopted under this chapter may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the administrator of a record's nonexistence is prima facie evidence of a record or its nonexistence.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.607 - Public records; confidentiality.

551.607
Public records; confidentiality.
(1)
Presumption of public records. Except as otherwise provided in sub. (2), records obtained by the administrator or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for public examination.
(2)
Nonpublic records. The following records are not public records and are not available for public examination under sub. (1):
(a)
Information and records obtained by the administrator in connection with an audit or inspection under s. 551.411 (4) or a pending investigation under s. 551.602.
(b)
A part of a record filed in connection with a registration statement under ss. 551.301 and 551.303 to 551.305 or a record under s. 551.411 (4) that contains trade secrets or confidential information if the person filing the registration statement or record has asserted a claim of confidentiality or privilege that is authorized by law.
(c)
A record that is not required to be provided to the administrator or filed under this chapter and is provided to the administrator only on the condition that the record will not be subject to public examination or disclosure.
(d)
A nonpublic record received from a person specified in s. 551.608 (1).
(e)
Subject to s. 551.406 (6) (a), any social security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed.
(f)
A record obtained by the administrator through a designee of the administrator that a rule or order under this chapter determines has been appropriately expunged from the administrator's records by the designee.
(g)
Any information or record received under s. 551.202 (26) (k) relating to payments for securities, the copy of the disclosure statement provided to the administrator under s. 551.202 (26) (f) 2., and any information or record obtained by the division under s. 551.205 (1) (c).
(3)
Administrator discretion to disclose. If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in s. 551.608 (1), the administrator may disclose a record or information obtained in connection with an audit or inspection under s. 551.411 (4) or a record or information obtained in connection with a pending investigation under s. 551.602.
History:  2007 a. 196; 2013 a. 52.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.608 - Uniformity and cooperation with other agencies.

551.608
Uniformity and cooperation with other agencies.
(1)
Objective of uniformity. The administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to s. 551.607, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the United States Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking or insurance regulator, and a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.
(2)
Policies to consider. In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this chapter, the administrator shall, in its discretion, take into consideration in carrying out the public interest the following general policies:
(a)
Maximizing effectiveness of regulation for the protection of investors.
(b)
Maximizing uniformity in federal and state regulatory standards.
(c)
Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.
(3)
Subjects for cooperation. The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:
(a)
Establishing or employing one or more designees as a central depository for registration and notice filings under this chapter and for records required or allowed to be maintained under this chapter.
(b)
Developing and maintaining uniform forms.
(c)
Conducting a joint examination or investigation.
(d)
Holding a joint administrative hearing.
(e)
Instituting and prosecuting a joint civil or administrative proceeding.
(f)
Sharing and exchanging personnel.
(g)
Coordinating registrations under ss. 551.301 and 551.401 to 551.404 and exemptions under s. 551.203.
(h)
Sharing and exchanging records, subject to s. 551.607.
(i)
Formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases.
(j)
Formulating common systems and procedures.
(k)
Notifying the public of proposed rules, forms, statements of policy, and guidelines.
(L)
Attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity.
(m)
Developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.609 - Judicial review.

551.609
Judicial review.
A final order issued by the administrator under this chapter is subject to judicial review in accordance with ch. 227, but administrative enforcement orders originally entered without hearing may be reviewed only if the party seeking review has requested a hearing within the time provided by s. 551.604 (2).
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.611 - Service of process.

551.611
Service of process.
(1)
Signed consent to service of process. A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the administrator the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this chapter or a rule adopted or order issued under this chapter after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.
(2)
Conduct constituting appointment of agent for service. If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this chapter or a rule adopted or order issued under this chapter and the person has not filed a consent to service of process under sub. (1), the act, practice, or course of business constitutes the appointment of the administrator as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.
(3)
Procedure for service of process. Service under sub. (1) or (2) may be made by providing a copy of the process to the office of the administrator, but it is not effective unless all of the following apply:
(a)
The plaintiff, which may be the administrator, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice.
(b)
The plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the administrator in a proceeding before the administrator, allows.
(4)
Service in administrative proceedings or civil actions by administrator. Service pursuant to sub. (3) may be used in a proceeding before the administrator or by the administrator in a civil action in which the administrator is the moving party.
(5)
Opportunity to defend. If process is served under sub. (3), the court, or the administrator in a proceeding before the administrator, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.615 - Statutory policy.

551.615
Statutory policy.
This chapter shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact the “Uniform Securities Act of 2002" and to coordinate the interpretation and administration of this chapter with related federal regulation.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 551 - Wisconsin uniform securities law. › 551.703 - Application of act to existing proceeding and existing rights and duties.

551.703
Application of act to existing proceeding and existing rights and duties.
(1)
Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on January 1, 2009, or may be instituted on the basis of conduct occurring before January 1, 2009, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within 5 years after January 1, 2009, whichever is earlier.
(2)
Continued effectiveness under predecessor act. All effective registrations under the predecessor act, and all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act, remain in effect while they would have remained in effect if this chapter had not been reenacted. They are considered to have been filed, issued, or imposed under this chapter, but are exclusively governed by the predecessor act.
(3)
Applicability of predecessor act to offers or sales. The predecessor act exclusively applies to an offer or sale made within one year after January 1, 2009, pursuant to an offering made in good faith before January 1, 2009, on the basis of an exemption available under the predecessor act.
History:  2007 a. 196.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.07 - Filing of solicitation materials.

552.07
Filing of solicitation materials.
(1)
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 take-over offer, shall be filed with the division and sent to the target company or offeror, respectively, not later than the time copies of such solicitation materials are first published or used or sent to security holders of the target company.
(2)
Solicitation materials used in connection with a take-over offer shall not contain any false statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The division may by rule or order prohibit the use of any solicitation materials deemed false or misleading.
History:  1971 c. 300; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.08 - Comity.

552.08
Comity.
The registration and filing requirements of ss. 552.05 and 552.07 do not apply to a take-over offer subject to this chapter if the division determines by order that another jurisdiction has statutes or rules which are applicable to the take-over offer and are being applied which afford protection to security holders located in this state substantially equal to the protection afforded security holders by this chapter. The issuance of an order under this section does not prohibit the division from participating in any proceeding in the other jurisdiction to the extent necessary to protect security holders in this state.
History:  1981 c. 16; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.09 - Fraudulent and deceptive practices.

552.09
Fraudulent and deceptive practices.
It is unlawful for any offeror or target company or any controlling person of an offeror or target company or any broker-dealer acting on behalf of an offeror or target company to engage in any fraudulent, deceptive or manipulative acts or practices in connection with a take-over offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation:
(1)
Solicitation of any offeree for acceptance or rejection of a take-over offer, acquisition of any equity security of a target company subject to s. 552.05, or acquisition, removal or exercise of control, directly or indirectly, of any target company assets in this state, in connection with a take-over offer subject to s. 552.05, before the take-over offer is permitted to be made under this chapter.
(2)
Publication or use in connection with the offer of any false statement of a material fact or omitting to state a material fact necessary to make the statements made by him or her not misleading, but not including the mailing by a target company to its stockholders of solicitation materials published by an offeror.
(3)
Sale to the offeror by any controlling person of a target company of any equity securities of the target company for consideration higher than that to be paid other offerees under the take-over offer.
(4)
Refusal by a target company to permit an offeror who is a stockholder of record to examine its list of stockholders, and to make extracts therefrom, pursuant to the applicable corporation statute, for the purpose of making a take-over offer in compliance with this chapter, or in lieu thereof, to mail any solicitation materials published by the offeror to its security holders with reasonable promptness after receipt from the offeror of such materials and the reasonable expenses of postage and mailing.
(5)
Acquisition by or through a broker-dealer acting on behalf of an offeror or a target company of any equity security of the target company in connection with a take-over offer unless the broker-dealer files with the division such information as the division requires and to the extent permitted by rule or order by the division, or unless the broker-dealer did not know and in the exercise of reasonable care could not have known that the person for whom it acted was an offeror or a target company or that the acquisition was in connection with a take-over offer.
History:  1971 c. 300; 1981 c. 16 ss. 11, 18; 1983 a. 200; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.11 - Limitations on offerors.

552.11
Limitations on offerors.
(1)
No offeror may make a take-over offer involving a target company which is not made to security holders in this state on substantially the same terms as the offer is made to security holders outside this state.
(2)
An offeror shall provide that any equity securities of a target company subject to s. 552.05 deposited or tendered pursuant to a registered take-over offer may be withdrawn by or on behalf of any offeree at any time within 7 days from the date the offer has become effective under this chapter and after 60 days from the date the offer has become effective under this chapter, except as the division may otherwise prescribe by rule or order for the protection of investors. In any offer permitted to commence by an exemption order under s. 552.05 (1), the offeror shall provide that any equity securities tendered or deposited pursuant to the conditional offer will be purchased by the offeror only in the event a subsequent registration of the offer occurs under this chapter.
(3)
If an offeror makes a take-over offer for less than all the outstanding equity securities of any class of securities of a target company subject to s. 552.05, and if the number of securities deposited or tendered pursuant thereto within 20 days after the offer has become effective under this chapter and copies of the offer, or notice of any increase in the consideration offered, are first published or sent or given to security holders is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted proportionally, disregarding fractions, according to the number of securities deposited or tendered by each offeree.
(4)
If an offeror varies the terms of a take-over offer for a target company subject to s. 552.05 before its expiration date by increasing the consideration offered to security holders, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer.
(5)
No offeror may make a take-over offer involving a target company subject to s. 552.05, or acquire any equity securities of the target company pursuant to the offer, at any time when an administrative or injunctive proceeding has been brought by the division against the offeror for violation of this chapter that has not been finally determined.
(6)
No offeror may acquire, remove or exercise control, directly or indirectly, over any assets located in this state of a target company subject to s. 552.05 unless the take-over offer is effective or exempt under this chapter, except as permitted by order of the division.
History:  1971 c. 300; 1979 c. 110 s. 60 (12); 1981 c. 16; 1983 a. 200; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.13 - Administration, rules and orders.

552.13
Administration, rules and orders.
(1)
This chapter shall be administered by the division, which may exercise all powers granted to the division under ch. 551 which are not inconsistent with this chapter.
(2)
The division may adopt rules necessary to carry out the purposes of this chapter, including rules defining fraudulent or deceptive practices and other terms used in this chapter.
(3)
The division may by rule or order exempt from any provisions of this chapter take-over offers that the division determines are not made for the purpose or do not have the effect of changing or influencing the control of a target company or where compliance with this chapter is not necessary for the protection of offerees in this state, and may exempt any person from the filing of statements under this chapter.
(4)
The division may by order direct any person to file any statement provided for in this chapter if it appears that such person is required to file such statement and is delinquent in the filing of such statement.
History:  1971 c. 300; 1981 c. 16 ss. 13, 18; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.15 - Fees and expenses.

552.15
Fees and expenses.
(1)
The division shall charge a filing fee of $100 for a registration statement filed by an offeror and $100 for a request for hearing filed by a target company.
(2)
The expenses reasonably attributable to any hearing held under this chapter shall be charged ratably to the offeror and the target company.
(3)
The expenses reasonably attributable to the examination of solicitation materials shall be charged to the person filing them, but the expenses so charged shall not exceed such maximum amounts as the division by rule prescribes.
History:  1971 c. 300; 1981 c. 16; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.17 - Injunctions.

552.17
Injunctions.
Whenever it appears that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of this chapter or any rule or order under this chapter, the division may bring an action in the name of the state in the circuit court of the appropriate county to enjoin the acts or practices and to enforce compliance with this chapter or any rule or order under this chapter, or may refer the matter to the attorney general or the district attorney of the appropriate county. Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order, may order rescission of any sales or purchases of securities determined to be unlawful under this chapter or any rule or order under this chapter or may grant other appropriate relief. The court may not require the division to post a bond.
History:  1971 c. 300; 1981 c. 16; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.19 - Criminal penalties.

552.19
Criminal penalties.
(1)
Any person, including a controlling person of an offeror or target company, who willfully violates this chapter or any rule under this chapter, or any order of which the person has notice, is guilty of a Class H felony. Each of the acts specified constitutes a separate offense and a prosecution or conviction for any one of the offenses does not bar prosecution or conviction for any other offense.
(2)
The division may refer such evidence as is available concerning violations of this chapter or of any rule or order under this chapter to the attorney general or the district attorney of the appropriate county who may, with or without any reference, institute the appropriate criminal proceedings under this chapter. If referred to a district attorney, the district attorney shall, within 90 days, file with the division a statement concerning any action taken or, if no action has been taken, the reasons therefor.
(3)
Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
History:  1971 c. 300; 1981 c. 16 ss. 16, 19; 1983 a. 36, 200; 1995 a. 27; 1997 a. 283; 2001 a. 109.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.21 - Civil liabilities.

552.21
Civil liabilities.
(1)
Any offeror who purchases a security in connection with a take-over offer not in compliance with this chapter or by means of any untrue statement of a material fact or any omission 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, is liable to the person selling the security to the offeror, who may sue either at law or in equity to recover the security, plus any income received by the purchaser on the security, upon tender of the consideration received, or for damages. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as in civil actions or by certified mail to the last-known address of the person liable.
(2)
Every person who directly or indirectly controls a person liable under sub. (1), every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly or severally with and to the same extent as such person, unless the person liable under this subsection proves that he or she did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.
(3)
No action may be maintained under this section unless commenced before the expiration of 3 years after the act or transaction constituting the violation, but the time specified for commencing such action shall be extended by reason of any fact and for the time specified in ss. 893.13 and 893.16 to 893.23.
(4)
The rights and remedies under this chapter are in addition to any other rights or remedies that may exist at law or in equity.
History:  1971 c. 300; 1979 c. 323 s. 33; 1981 c. 16; 1983 a. 216.
2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.23 - Application of chapter.

552.23
Application of chapter.
(1)
If the target company is an insurance company subject to regulation by the commissioner of insurance, a banking corporation, savings bank, or savings and loan association subject to regulation by the division of banking, or a company subject to regulation by the public service commission, the department of transportation, or the office of the commissioner of railroads, the division of securities shall promptly furnish a copy of the registration statement filed under this chapter to the regulatory agency having supervision of the target company. Any hearing under this chapter involving any such target company shall be held jointly with the regulatory agency having supervision, and any determination following the hearing shall be made jointly with that regulatory agency.
(2)
If the target company is a public utility, public utility holding company, national banking association, bank holding company; a bank, trust company, savings bank or savings and loan association organized under the laws of any state and subject to regulation with respect to the issuance or guarantee of its securities by a governmental unit of that state; or a federal savings and loan association; and the take-over of any such company or association is subject to approval by order of a federal agency, this chapter shall not apply.
(3)
This chapter shall not apply to any offer involving a class vote by stockholders of the target company, pursuant to its articles of incorporation or the applicable corporation statute, on a merger, consolidation or sale of corporate assets in consideration of the issuance of securities of another corporation, or sale of its securities in exchange for cash or securities of another corporation.
History:  1971 c. 300; 1977 c. 29; 1981 c. 347 s. 80 (2); 1985 a. 195; 1991 a. 221; 1993 a. 16, 123; 1995 a. 27; 1999 a. 9; 2003 a. 33.
2023 Wisconsin Statutes & Annotations › Chapter 553 - Wisconsin franchise investment law. › 553.01 - Short title.

553.01
Short title.
This chapter shall be known and may be cited as the “Wisconsin Franchise Investment Law".
History:  1971 c. 241.
Protection for consumers against unfair and deceptive business. Jeffries, 57 MLR 559.
The Wisconsin franchise investment law. Mett, 1972 WBB No. 5.
Avoiding the Accidental Franchise. Modell & Fittante. Wis. Law. May 2003.
2023 Wisconsin Statutes & Annotations › Chapter 553 - Wisconsin franchise investment law. › 553.21 - Registration requirement.

553.21
Registration requirement.
No person may sell in this state any franchise unless the franchise has been registered under this chapter or is exempted under s. 553.23, 553.235 or 553.25.
History:  1971 c. 241; 1981 c. 54 ss. 1, 32; 1987 a. 381; 1989 a. 56 s. 259; 1995 a. 364.
A franchisor who illegally sold a franchise had no right to set off the value of “benefits conferred" upon the franchisee against the franchisor's liability for its illegal actions. Hiltpold v. T-Shirts Plus, Inc. 98 Wis. 2d 711, 298 N.W.2d 217 (Ct. App. 1980).
Failure to register an offer of franchises under this section affords only an action for rescission and does not add any additional rights over what a plaintiff has under the law of equity. Lulling v. Barnaby's Family Inns, Inc. 499 F. Supp. 1353 (1980).
2023 Wisconsin Statutes & Annotations › Chapter 553 - Wisconsin franchise investment law. › 553.22 - Excluded franchises.

553.22
Excluded franchises.
This chapter does not apply to the offer or sale of the following franchises:
(1)
Any relationship if the person described in the offer as a franchisee, or any of the current directors or executive officers of that person, has been in the type of business of the franchise relationship for more than 2 years and the parties anticipated, or should have anticipated, at the time the agreement establishing the franchise relationship was reached, that the sales arising from the relationship would account for no more than 20 percent of the gross sales revenue of the franchisee for a period of at least one year after the franchisee begins selling the goods or services involved in the franchise.
(2)
An association of producers of agricultural products authorized by 7 USC 291.
(3)
An organization that is operated on a cooperative basis by and for independent retailers and that sells goods at wholesale to, or furnishes services primarily to, its members.
History:  1995 a. 364.
2023 Wisconsin Statutes & Annotations › Chapter 553 - Wisconsin franchise investment law. › 553.23 - Private franchisee and subfranchisor sales exempted.

553.23
Private franchisee and subfranchisor sales exempted.
The sale of a franchise by a franchisee for the franchisee's own account and the sale of the entire area franchise owned by a subfranchisor for the subfranchisor's own account are exempted from s. 553.21 if the sale is not effected by or through a franchisor. A sale is not effected by or through a franchisor merely because a franchisor has a right to approve or disapprove a different franchisee or because a franchisor imposes or has the right to impose a fee or charge to reimburse the franchisor for reasonable and actual expenses incurred in connection with the sale.
History:  1971 c. 241; 1981 c. 54; 1987 a. 381; 1995 a. 364.
Exemption under this section applied. Godfrey v. Schroeckenthaler, 177 Wis. 2d 1, 501 N.W.2d 812 (Ct. App. 1993).
2023 Wisconsin Statutes & Annotations › Chapter 553 - Wisconsin franchise investment law. › 553.235 - Experienced franchisee exempt transactions.

553.235
Experienced franchisee exempt transactions.
(1)
Conditions of exemption. Except as provided in sub. (2), a registration exemption is available for the sale of a franchise that meets all of the following conditions:
(a)
The immediate cash payment required by the franchisee upon purchase of the franchise is at least $100,000 and does not exceed 20 percent of the franchisee's net worth, excluding the franchisee's principal residence, furnishings and automobiles for personal use.
(b)
With respect to each sale in this state, the franchisor reasonably believes immediately before making the sale that the prospective franchisee, either alone or with the prospective franchisee's representative, has sufficient knowledge and experience in the type of business operated under the franchise that the prospective franchisee is capable of evaluating the merits and risks of the prospective franchise investment.
(2)
Exceptions.
(a)
The exemption under sub. (1) is not available for the sale of a franchise in which the franchisee would be a motor vehicle dealer or a motor vehicle distributor or wholesaler, as defined in s. 218.0101.
(b)
The division may, by rule or order, withdraw or further condition the availability of the exemption under sub. (1).
History:  1987 a. 381; 1995 a. 27, 364; 1999 a. 31.
2023 Wisconsin Statutes & Annotations › Chapter 553 - Wisconsin franchise investment law. › 553.24 - Exemption proceedings.

553.24
Exemption proceedings.
(1)
The division may by order deny or revoke any exemption under s. 553.23, 553.235 or 553.25 with respect to the sale of a franchise for any of the grounds specified in s. 553.28 (1).
(2)
If the public interest and the protection of investors so require, the division may, by order, summarily deny or revoke any exemption under s. 553.23, 553.235 or 553.25 with respect to the sale of a franchise.
(3)
No order under this section may operate retroactively.
(4)
A person who sells a franchise pursuant to an exemption under s. 553.23, 553.235 or 553.25 after the exemption is denied or revoked by an order of the division does not violate s. 553.21 if:
(a)
The person was not given notice of the order; and
(b)
The person sustains the burden of proof to establish that he or she was not given notice and did not know and, in the exercise of reasonable care, could not have known of the order.
(5)
In any proceeding under this chapter, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
(6)
Within 10 days after the filing date of an application for an exemption under s. 553.25, the division may require that additional information be filed if the division determines that the information is reasonably necessary to establish an exemption under s. 553.25. If the division requires additional information, the exemption is not effective until 10 days after the additional information is filed with the division, unless a shorter period is permitted by the division.
History:  1981 c. 54; 1987 a. 381; 1993 a. 200; 1995 a. 27, 364.
2023 Wisconsin Statutes & Annotations › Chapter 553 - Wisconsin franchise investment law. › 553.25 - Exemption by division.

553.25
Exemption by division.
The division may by rule or order exempt from registration under s. 553.21 any franchise if registration is not necessary or appropriate in the public interest or for the protection of investors.
History:  1971 c. 241; 1981 c. 54; 1995 a. 27, 364.
2023 Wisconsin Statutes & Annotations › Chapter 553 - Wisconsin franchise investment law. › 553.26 - Registration by notification.

553.26
Registration by notification.
(1)
A person who wishes to sell a franchise in this state that is not excluded under s. 553.22 and that is not exempt from registration under s. 553.23, 553.235 or 553.25 shall register the franchise by notification to the division. The notification shall be on a notice form prescribed by the division, which need include only the name of the franchisor or subfranchisor, the name or names under which the franchisor or subfranchisor intends to do business and the franchisor's or subfranchisor's principal business address. Nothing other than a copy of the offering circular required under s. 553.27 (4), the consent to service of process required by s. 553.27 (10), if it is not already on file with the division, and the registration fee required under s. 553.72 (1) need accompany the notification.
(2)
A franchisor may register only one franchise system on each notification.
(3)
Registration is effective upon receipt of the notification by the division. The notice shall be effective for one year from the date on which the division receives it.
(4)
Upon receipt of notification, the division shall endorse upon the notice form “received" and the date and shall return a copy to the person who filed the notice form.
(4m)
A person who has complied with sub. (1) need not file with the division, during the period when the registration is effective, any more information, other than an application or amendment required to be filed under s. 553.31. The division may not require changes in the offering circular filed by the franchisor, subject to the division's authority to suspend or revoke a registration for any of the causes under s. 553.28.
History:  1971 c. 241; 1979 c. 110 s. 60 (6); 1979 c. 162 s. 38 (2) (a); 1979 c. 341 s. 12 (1); 1991 a. 316; 1995 a. 27, 364; 2005 a. 158.