Connecticut Administrative Code › Title 36b - Connecticut Securities Law and Business Opportunity Investment Act › 31 - Connecticut Uniform Securities Act › Transferred from section 36-500, July 3, 1995 › Section 36b-31-3 - Definitions

Current through July 10, 2024
(a) As used in sections 36b-31-2 to 36b-31-33, inclusive, of the regulations, "Act" means chapter 672a of the general statutes, The Connecticut Uniform Securities Act.
(b) In implementing section 36b-3(2) (C) of the general statutes "any person in this state" refers only to existing employees, partners or directors of the issuer and "issuer" includes any wholly-owned subsidiary of the issuer.
(c) In implementing section 36b-3(3) of the general statutes, no person shall be deemed a "broker-dealer" solely because such person, within or from this state, makes a tender offer to acquire for his own account of which he is the sole direct or indirect beneficial owner, equity securities of a target company as defined in section 36b-41(1) of the general statutes.
(d)
(1) As used in this subsection, (A) "entity" means a corporation, partnership, association, unincorporated organization, joint stock company, trust, or limited liability company, and (B) "related" means controlling, controlled by, or under common control with, or standing in the relationship of employer or employee with respect to, another person.
(2) In implementing section 36b-3(6) (G) (ii) of the general statutes, the following shall be deemed a single client:
(A) A husband and wife;
(B) a child and the child's parent or guardian when the parent or guardian holds securities or seeks investment advice on behalf of the child; and
(C) an entity which was not formed exclusively for the purpose of establishing an advisory relationship with the investment adviser, which maintains operations separate and distinct from those of the investment adviser, and which receives investment advice based on its investment objectives rather than the individual investment objectives of its shareholders, partners or beneficial owners.
(3) In implementing section 36b-3(6) (G) (ii) of the general statutes, a shareholder, partner or beneficial owner of an entity shall be deemed a single client to the extent that he is, separate and apart from his status as a shareholder, partner or beneficial owner, an investment advisory client of the investment adviser or a related person of the investment adviser.
(4) In implementing section 36b-3(6) (G) (ii) of the general statutes, a limited partner shall be deemed a single client of a general partner or other person acting as investment adviser to the partnership if the limited partner receives from such person or from a person related to such person (A) investment advisory services of a nature such that the person providing the services would be an investment adviser as defined in section 36b-3(6) of the general statutes or (B) investment advice to transfer the limited partner's assets from one limited partnership to another. A limited partner shall not be deemed a single client solely because the provider of investment advisory services offers, promotes, or sells interests in the limited partnership to the limited partner or reports periodically to the limited partners as a group solely with respect to the performance of, or the plans for, partnership assets or similar matters.