reglab/statecodes huggingface dataset:
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 10 - BROKERS, DEALERS AND SALESPERSONS › Section 10.11 - Alternative method of filing for certain dealers

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Federal Covered Investment Company
				  Dealers must satisfy the initial statement, state notice, and further notice
				  requirements of GBL § 359-e by filing a completed Uniform Investment
				  Company Notice Filing known as Form NF (viewable at https://ag.ny.gov/forms),
				  along with the fees designated herein, with the Department of Law prior to the
				  sale of any securities, issued or to be issued by such dealer, within or from
				  New York State. Such filings shall be valid for a period of four years.
(1) Form NF filings and payments of fees
				  shall be sent to and made payable to the Department of Law. The Department of
				  law may accept electronic or paper filings until such time as the Department of
				  Law designates a system for exclusive electronic filings. The Department of Law
				  may accept filings exclusively through the North American Association of
				  Securities Administrators ("NASAA") Electronic Filing Depository ("EFD") as
				  soon as such capability is available, approved and implemented by the
				  Department of Law.
(2) Federal
				  Covered Investment Company Dealer filings shall be renewed every four years, by
				  submitting Form NF and the same fee applicable to an initial statement filing
				  to the Department of Law. Upon availability of the EFD system to accept Form
				  NF, and the Department of Law's implementation of EFD after any transition
				  period as determined by the Department of Law, filings and payments shall be
				  made through the EFD system.
(3)
				  Federal Covered Investment Company Dealers must satisfy the supplemental
				  statement requirements of GBL § 359-e by filing an amended Form NF with
				  the Department of Law and the supplemental statement fee described in this
				  part. Upon availability of the EFD system to accept Form NF supplemental
				  statements, and the Department of Law's implementation of EFD after any
				  transition period as determined by the Department of Law, such filings and
				  payments shall be made through the EFD system.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.1 - General provisions and definitions

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Effective date. The revisions to this
				  Part shall go into effect on February 1, 2021.
(b) Short title. Chapter 961 of the Laws of
				  1960, as amended, when referred to in all rules and regulations promulgated by
				  the Attorney General relating thereto, shall be referred to as the "New York
				  Investment Advisory Act."
(c)
				  Administration. The Investor Protection Bureau of the Department of Law shall
				  be responsible for the administration of the New York Investment Advisory Act.
				  Whenever in this Part there is reference to a submission of filing with the
				  Department of Law, this shall mean the Investor Protection Bureau, 28 Liberty
				  Street, New York, NY 10005 or the designee.
(d) Designation. The Attorney General may by
				  regulation, rule or order designate the web-based Investment Advisor
				  Registration Depository ("IARD") or Central Registration Depository ("CRD")
				  operated by the Financial Industry Regulatory Authority ("FINRA") to receive
				  and store filings and collect related fees from investment advisers and
				  investment adviser representatives, on behalf of the Attorney General.
				  (Information regarding CRD is available at https://www.finra.org. Information
				  regarding IARD is available at
www.sec.gov
and
				  www.iard.com).
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.2 - Use of CRD/IARD

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  Unless otherwise provided, all investment adviser and investment adviser
				  representative applications, amendments, reports, notices, related filings and
				  fees required to be filed with the Attorney General pursuant to the rules
				  promulgated under this section, shall be filed electronically with and
				  transmitted to CRD/IARD. The following additional conditions relate to such
				  electronic filings:
(1) Electronic signature.
				  When a signature or signatures are required by the particular instructions of
				  any filing to be made through the CRD/IARD, a duly authorized officer of the
				  applicant or the applicant him or herself, as required, shall affix his or her
				  electronic signature to the filing by typing his or her name in the appropriate
				  fields and submitting the filing to CRD/IARD. Submission of a filing in this
				  manner shall constitute irrefutable evidence of legal signature by any
				  individuals whose names are typed on the filing.
(2) When filed. Solely for purposes of a
				  filing made through CRD/IARD, a document is considered filed with the Attorney
				  General when all fees are received and the filing is approved by the
				  State.
(3) Electronic filing. Any
				  documents or fees required to be filed with the Department of Law that are not
				  permitted to be filed with or cannot be accepted by CRD/IARD shall be filed
				  directly with the Department of Law.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.3 - Hardship exemptions

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  This section provides two hardship exemptions from the requirements to make
				  electronic filings as required by the rules.
(1) Temporary hardship exemption.
(i) Investment advisers registered or
				  required to be registered under section
				  11.4(c)  of this
				  Part who experience unanticipated technical difficulties that prevent
				  submission of an electronic filing to IARD may request a temporary hardship
				  exemption from the requirements to file electronically.
(ii) To request a temporary hardship
				  exemption, the investment adviser must:
(a)
				  file form ADV-H (Application for Temporary or Continuing Hardship Exemption)
				  (17-CFR 279.3) in paper format with the Department of Law, no later than one
				  business day after the filing (that is the subject of the form ADV-H) was due;
				  and
(b) submit the filing that is
				  subject of the form ADV-H in electronic format to IARD no later than seven
				  business days after the filing was due.
(iii) Effective date-upon filing. The
				  temporary hardship exemption will be deemed effective upon receipt by the
				  Department of Law of the complete form ADV-H. Multiple temporary hardship
				  exemption requests within the same calendar year may be disallowed by the
				  Department of Law.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.5 - Notice filing requirements for federally covered investment advisers

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Notice filing.
				  The notice filing for a federally covered investment adviser shall be filed
				  with CRD/IARD on an electronically signed Form ADV (Uniform Application for
				  Investment Adviser Registration (17
				  C.F.R. 279.1)). All federally covered
				  investment advisers with more than five (5) clients in the State of New York
				  must notice file. A notice filing of a federally covered investment adviser
				  shall be deemed filed when the fee required and the Form ADV are filed with and
				  accepted by CRD/IARD on behalf of the State.
(b) Renewal. The annual renewal of the notice
				  filing for a federally covered investment adviser shall be filed with CRD/IARD.
				  The renewal of the notice filing for a federally covered investment adviser
				  shall be deemed filed when the fee required is filed and accepted on behalf of
				  the state.
(c) Updates and
				  amendments. A federally covered investment adviser must file with CRD/IARD, in
				  accordance with the instructions in the Form ADV, any amendments to the
				  federally covered investment adviser's Form ADV. A federally covered investment
				  adviser shall submit their amendments pursuant to U.S. Securities and Exchange
				  Commission requirements.
(d)
				  Investment adviser representatives representing a federally covered investment
				  adviser must satisfy examination requirements or receive a waiver, and must
				  register in accordance with this Part.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.6 - Investment adviser examination requirements

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Examination Requirement. Every principal
				  of an investment adviser or solicitor, and every investment adviser
				  representative, including persons representing solicitors, and every supervisor
				  who is required to register in this jurisdiction and who does not qualify for a
				  waiver pursuant to section
				  11.7  of this
				  Part, must take and receive a passing grade within two (2) years prior to the
				  date of filing registration information pursuant to section
				  11.4(c) 
				  on:
(1) the Uniform Investment Adviser Law
				  Examination (Series 65 examination); or
(2) the Securities Industry Essentials
				  Examination, the General Securities Representative Examination (Series 7
				  examination) and the Uniform Combined State Law Examination (Series 66
				  examination).
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.7 - Waivers

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Prior
				  Registration. A natural person who otherwise is required to meet the
				  examination requirements of 11.6 of this Part shall be exempt from such
				  requirements upon application to, and approval by, the Department of Law,
				  provided that such person has been continuously registered to provide
				  investment advice in any jurisdiction for a period of at least two (2) years
				  prior to the date of filing registration information pursuant to section
				  11.4(c);
				  has not had any lapse in registration exceeding two (2) years; and is not, and
				  has not been, subject to any regulatory or civil action, proceeding or
				  arbitration, either pending or in the preceding ten (10) years from the date of
				  such application, that would require disclosure on Form U4.
(b) Special Waiver. Every natural person
				  otherwise required to meet the examination requirements of 11.6(a) of this Part
				  and who, in the regular course of business, acted as an investment adviser
				  representative from a place of business in the State continuously and
				  permissibly f or at least two (2) years prior to February 1, 2021 and who is
				  not eligible f or any other waiver under this section, may be exempted from the
				  provisions of section
				  11.6 
				  of this Part upon application to, and approval by, the Department of Law. No
				  person shall qualify for a waiver under this subdivision (b) if:
(1) That person submits an application f or
				  registration after August 31, 2021; or
(2) That person's investment advisory
				  activities during the two (2) years preceding December 2, 2020 were limited to
				  serving or acting as a solicitor; or
(3) That person, for two (2) or more
				  continuous years in the four (4) years preceding the filing of registration
				  information, had ceased performing acts as defined in section
				  11.12(f) 
				  of this Part in the regular course of business from a place of business in the
				  State; or
(4) That person currently
				  is or has been subject to any regulatory or civil action, proceeding or
				  arbitration, either pending or in the preceding ten (10) years from the date of
				  such application, that would require disclosure on Form U4, or that person has
				  been notified or has reason to believe that they currently are or remain the
				  subject of a regulatory or law enforcement investigation related to investment
				  related activities.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.8 - Filing fees

Current through Register Vol. 46, No. 28, July 10, 2024
(a) The fees
				  for initial and annual renewal registrations under this Part are $ 200 and must
				  be paid through CRD/IARD.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.10 - Filing of investment advisory literature and advertisements

Current through Register Vol. 46, No. 28, July 10, 2024
(a) All investment
				  advisers who shall sell to clients or prospective clients investment advisory
				  literature in this State, shall mail or transmit to the Department of Law on
				  the date of the first general distribution to the investing public one copy of
				  such literature.
(b) Every
				  investment adviser who shall in this State, publish, give publication to, or
				  make general distribution of any notice, circular, advertisement, form letter
				  or other advertising communication for the purpose of soliciting investment
				  advisory accounts or clients, whether in writing or by radio or television
				  broadcast, shall file with the Department of Law one copy thereof as promptly
				  as is reasonably possible, but not later than five days after such
				  advertisement, notice, circular, letter or other advertising communication has
				  been made.
(c) Investment
				  supervisory services, and that part of any regular investment advisory business
				  constituting the same, are not required to file with the Department of Law
				  under the foregoing paragraphs personalized letters, presentations or other
				  literature, issued in servicing of investment supervisory accounts, distributed
				  to clients.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.11 - Withdrawal of registration

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  The application f or withdrawal of registration as an investment adviser or
				  solicitor shall be completed by following the instructions on Form ADV-W
				  (Notice of Withdrawal from Registration as Investment Adviser) (17
				  C.F.R. 279.2)  and filed upon Form ADV-W with
				  CRD/IARD. Instructions for Form ADV-W are published by the U.S. Securities and
				  Exchange Commission, 10 0 F Street, NE Washington, DC 20549 and are viewable at
				  https://ag.ny.gov/forms.
(b) The
				  request for termination of registration as an investment adviser representative
				  shall be completed by completing Form U5 on CRD/IARD.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.12 - Definitions

Current through Register Vol. 46, No. 28, July 10, 2024
(a) A single client or a single person for purposes of section 359-eee(a)(5) shall mean
(1) a natural person, and:
(i) Any minor child of the natural person;
(ii) Any relative, spouse, or relative of the spouse of the natural person who has the same principal residence;
(iii) All accounts of which the natural person and/or the persons referred to in this paragraph (a)(1) are the only primary beneficiaries; and
(iv) All trusts of which the natural person and/or the persons referred to in this paragraph (a)(1) are the only primary beneficiaries;
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.13 - Exclusions and Exemptions

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  The following are excluded from the definition of "investment adviser" under
				  11.12(f) of this Part and are not subject to the registration provisions of GBL
				  § 359-eee and the regulations issued thereunder:
(1) A bank or trust company, unless it is
				  considered an investment adviser under the Investment Advisers Act of
				  1940;
(2) A lawyer, accountant,
				  engineer or teacher whose performance of these services is solely incidental to
				  the practice of this profession;
(3) A broker or dealer whose performance of
				  these services is solely incidental to the conduct of its business as broker or
				  dealer and who receives no special compensation for them;
(4) A publisher of a bona fide newspaper or
				  news magazine;
(5) A person who
				  sells investment advisory services to less than six (6) persons in this State
				  exclusive of financial institutions and institutional buyers; and
(6) A federally covered investment
				  adviser.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.14 - Financial statements

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  Financial statements of an investment adviser shall be prepared in accordance
				  with generally accepted accounting principles including reserves or liabilities
				  for unfulfilled subscriptions. Where financial statements are unaudited by an
				  independent public accountant, a certification by management is required
				  attesting to the accuracy of such statements. Nothing in this regulation shall
				  abrogate the requirement, set forth in form ADV: part 2A, item 18 A.1., that
				  investment advisers charging certain fees six months or more in advance must
				  submit audited financial statements.
(b) Each investment adviser filing an initial
				  registration through the IARD shall submit a balance sheet and an income
				  statement as of the close of its last fiscal or calendar year as prepared by
				  the adviser's accountant or by management. Where the financial statements
				  submitted are more than 90 days old, an interim balance sheet no more than 90
				  days old shall also be submitted directly to the Department of Law.
(c) Annually, each registered investment
				  adviser shall submit a balance sheet and an income statement as of the close of
				  its last fiscal or calendar year within 90 days after completion of its fiscal
				  or calendar year end directly to the Department of Law.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.15 - Distribution of investment adviser statement

Current through Register Vol. 46, No. 28, July 10, 2024
Each investment adviser registered in the State of New York
					 must:
(a) deliver to a client or
				  prospective client either a copy of the investment adviser statement form ADV,
				  or a brochure containing all of the information set forth therein, before or at
				  the time of entering into an investment advisory contract with that client;
				  and
(b) deliver to each client,
				  annually within 120 days after the end of the fiscal year of such adviser, and
				  without charge, if there are material changes in such statement or brochure
				  since any annual updating amendment:
(1) a
				  current statement or brochure; or
(2) the summary of material changes to any
				  statement or brochure as required by item 2 of form ADV, part 2A that offers to
				  provide your current brochure without charge, accompanied by the web site
				  address (if available) and an e-mail address (if available) and telephone
				  number by which a client may obtain the current statement or brochure from you,
				  and the web site address for obtaining information about you through the
				  investment adviser public disclosure (IAPD) system.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.17 - Forms

Current through Register Vol. 46, No. 28, July 10, 2024
All forms are available on the Department of Law's website
					 at https://ag.ny.gov/forms.
(a) Form
				  ADV.
Uniform Application f or Investment Adviser Registration,
					 parts 1 and 2.
(b) Form
				  ADV-H.
Application for Temporary or Continuing Hardship Exemption.
(c) Form ADV-W.
Notice of Withdrawal From Registration as Investment
					 Adviser.
(d) Form NY-IAQ.
New York Investment Adviser Qualification. (Retired).
(e) Form U4.
Uniform Application f or Securities Industry Registration
					 or Transfer.
(f) Form U5.
Uniform Termination Notice for Securities Industry
					 Registration.
(g) Form
				  NY-IASW.
New York Special Waiver Qualification Under 13 NYCRR
					 11.7(b).
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 11 - INVESTMENT ADVISORY SERVICES › Section 11.18 - Denial, Suspension, Conditioning and Revocation of Registration Statements and Applications

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  The attorney general may by order, deny, suspend, condition, or revoke any
				  registration statement or application of any investment adviser, investment
				  adviser representative, solicitor or principal made pursuant to GBL §
				  359-eee, in the public interest for good cause.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.1 - Short title

Current through Register Vol. 46, No. 28, July 10, 2024
This Part shall be known as the "Security Takeover
					 Disclosure Rules."
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.2 - General provisions

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  The Bureau of Investor Protection and Securities of the Department of Law
				  (hereinafter the "bureau") shall be responsible for the administration of
				  article 16 of the Business Corporation Law.
(b) As used in section 1602  of the Business Corporation Law,
New York City office
refers to the bureau, 28 Liberty Street,
				  New York, NY 10005 or to any subsequent address to which the bureau may
				  move.
(c) As used in article 16 of
				  the Business Corporation Law and in this Part, the term
days
shall mean calendar days.
(d)
				  Filings with the bureau shall be made, if made by hand delivery, between the
				  hours of 9 a.m. and 5 p.m. during the normal business days of the Department of
				  Law. Deliveries to the target company shall be made at its principal executive
				  offices. The date of receipt by the bureau and the target company shall be
				  considered the date of filing and delivery, respectively.
(e) Whenever required to file or deliver
				  registration statements or amended registration statements, offerors shall file
				  four copies thereof with the bureau and deliver two copies to the target
				  company. Additional copies shall be supplied to the bureau upon request by the
				  bureau. Offerors shall, within three days of delivering the registration
				  statement or amended registration statements to the target company, file with
				  the bureau a statement that such delivery to the target company has been made,
				  including the date and location of the delivery.
(f) Whenever used in this Part, unless
				  otherwise indicated, any reference to a section number shall be a reference to
				  that section of the Business Corporation Law.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.3 - Definitions

Current through Register Vol. 46, No. 28, July 10, 2024
As used in article 16 of the Business Corporation Law, the
					 following terms shall have the following meanings:
(a)
Person
means an
				  individual (natural person), partnership, limited partnership, syndicate,
				  corporation, joint-stock company, unincorporated organization, trust,
				  association, affiliate and/or associate of a person, or other entity. When two
				  or more persons act as a partnership, limited partnership, syndicate or other
				  group for the purpose of making a takeover bid, such group shall be deemed to
				  be a single person for the purpose of section 1601(b). A single registration
				  statement may be filed on behalf of such a group required to file the statement
				  under section 1602.
(b)
Affiliate of a person
means any person controlling, controlled
				  by, or under common control with such person.
Control,
including the terms
controlling, controlled by,
and
under common control with,
means the possession of the power
				  to direct or cause the direction of the management and policies of a person,
				  whether through the ownership of voting securities, by contract, or
				  otherwise.
(c)
Associate of
				  a person
means:
(1) any corporation
				  or other organization in which the person is an executive officer, director or
				  partner, or is, directly or indirectly, the beneficial owner of 10 percent or
				  more of any class of equity securities;
(2) any person who is, directly or
				  indirectly, the beneficial owner of 10 percent or more of any class of equity
				  securities of the person;
(3) any
				  trust or estate in which the person has a substantial beneficial interest or as
				  to which the person serves as trustee or in a similar fiduciary capacity;
				  or
(4) the spouse of the person, or
				  any relative of the person or of such spouse who has the same home as the
				  person.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.4 - Financial statements required

Current through Register Vol. 46, No. 28, July 10, 2024
The financial statements of the offeror shall include
					 audited balance sheets and related statements of income and changes in
					 financial position for the three most recent annual fiscal periods. The audited
					 balance sheets and related statements of income and changes in financial
					 position shall be based on examinations made by independent public accountants
					 in accordance with generally accepted auditing standards and prepared in
					 accordance with generally accepted accounting principles applied on a basis
					 consistent with previous periods and shall include opinions by said independent
					 public accountants as to the fairness of presentation of the offeror's
					 financial position, results of operations, and changes in financial position
					 reflected in the financial statements. If the most recent audited financial
					 statements are for a period ended more than 90 days prior to the date of
					 filing, interim statements covering the period from the date of the last
					 audited statement to a date within 90 days of the date of filing are required
					 to be filed hereunder. Interim statements, if not audited by independent public
					 accountants, shall be attested to by the offeror as to completeness and
					 fairness of presentation to the best of the offeror's knowledge and
					 belief.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.5 - Registration statement

Current through Register Vol. 46, No. 28, July 10, 2024
The registration statement required to be filed pursuant to
					 section 1602 shall:
(a) be in bound
				  booklet form;
(b) have a cover page
				  listing the name of the offeror and the target company;
(c) be in easily readable print;
				  and
(d) contain all the information
				  set forth below:
(1) Item 1-identity and
				  background.
State the following with respect to the person(s) filing
					 this statement:
(i) Name.
(ii) Residence address.
(iii) Present principal occupation or
				  employment and the name, principal business and address of any corporation or
				  other organization in which such employment is carried on.
(iv) Material occupations, positions, offices
				  or employments during the last five years, giving the starting and ending dates
				  of each and the name, principal business and address of any business,
				  corporation or other organization in which such occupation, position, office or
				  employment was carried on.
(v)
				  Whether or not, during the last five years, such person(s) has been convicted
				  of any crime (excluding traffic violations) and, if so, give the date, nature
				  of conviction, name and location of court, and penalty imposed, or other
				  disposition of the case. A negative answer to this subparagraph need not be
				  furnished.
(vi) Whether or not,
				  during the last five years, such person(s) has been suspended or expelled from
				  membership in any securities exchange or association of securities dealers or
				  investment advisors; has had a license or registration as a securities dealer,
				  broker, investment advisor or salesperson denied, suspended or revoked; or has
				  been enjoined or restrained by a court or government agency from the issuance,
				  sale or offer for sale of securities, from rendering securities advice or from
				  continuing any practice in connection with securities. A negative answer to any
				  of these subparagraphs need not be furnished.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.6 - Hearings and investigations

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  Notice of the scheduling of a public hearing or the commencement of an
				  investigation pursuant to section 1612 shall be made by mailing such notice to
				  the person and address specified in section
				  12.5(d)(11)  of
				  this Part.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.7 - Fees

Current through Register Vol. 46, No. 28, July 10, 2024
(a) The bureau
				  shall collect the following fees for the filing of each registration statement:
(1) $500 for every registration statement
				  where the maximum consideration payable by the offeror for the securities which
				  are the subject of the takeover bid is less than $250,000;
(2) $1,000 where the minimum consideration is
				  $250,000 and where the maximum consideration is less than $1,000,000;
				  and
(3) $2,500 where the
				  consideration is $1,000,000 or more.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.8 - Safe harbor

Current through Register Vol. 46, No. 28, July 10, 2024
An offeror shall be deemed to be in compliance with section
					 1602(b) if the offeror makes full and fair disclosure to the offerees of the
					 material information set forth in the registration statement filed pursuant to
					 section 1602(a) as soon as practicable after the commencement of the takeover
					 bid. An offeror shall be deemed to have made such disclosure if, within seven
					 days of the commencement of the takeover bid, copies of a document or documents
					 making full and fair disclosure of the material information set forth in the
					 registration statement filed pursuant to section 1602(a) are mailed to all
					 record owners of the equity securities of the target company who are listed on
					 the stock records of the company, determined as of a date not more than 30 days
					 prior to the commencement of the takeover bid, as having addresses of record in
					 New York State at such New York address and, within five days of the
					 commencement of the takeover bid, a notice is published in
The New York
					 Times
or the New York edition of the
Wall Street
					 Journal
and a newspaper of general circulation in Albany, Buffalo,
					 Rochester or Syracuse stating that a takeover bid is being made for the equity
					 securities of the target company and that material information concerning the
					 offer as required by statute is available to New York resident owners of the
					 equity securities upon request at an address specified in the notice and copies
					 of such document or documents are promptly sent to those New York resident
					 owners who so request. Such newspaper notice shall be no less than five inches
					 by seven inches in size.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 12 - SECURITY TAKEOVER DISCLOSURE RULES › Section 12.9 - Insider trading restrictions

Current through Register Vol. 46, No. 28, July 10, 2024
(a) A
				  person other than a natural person shall not be deemed in violation of section
				  1609(b) if such person shows that:
(1) the
				  individuals making the investment decision on behalf of such person to purchase
				  or sell any security described in section 1609(b) or to cause any such security
				  to be purchased or sold by or on behalf of others did not know the material
				  nonpublic information; and
(2) such
				  person had implemented one or a combination of policies and procedures,
				  reasonable under the circumstances, taking into consideration the nature of the
				  person's business, to insure that individuals making investment decisions would
				  not violate section 1609(b), which policies and procedures may include but are
				  not limited to (i) those which restrict any purchase, sale and causing any
				  purchase and sale of any such security or (ii) those which prevent such
				  individuals from knowing such information
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 13 - COMMODITY BROKER-DEALERS, SALESPERSONS AND INVESTMENT ADVISORS › Section 13.1 - Definitions

Current through Register Vol. 46, No. 28, July 10, 2024
(a) For purposes of
				  these regulations, the term
commodity
shall not include stamps
				  or numismatic coins whose fair market value is at least 20 percent higher than
				  the value of the metal they contain, where such numismatic coins or stamps are
				  sold by any person or firm whose income from the sale of such numismatic coins
				  or stamps derives substantially from retail sales in face-to-face transactions
				  with purchasers in retail stores.
(b) The term
substantially
shall mean 75 percent or more of such income.
(c) The term
person
shall
				  mean an individual, firm, company, partnership, corporation, trust or
				  association.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 13 - COMMODITY BROKER-DEALERS, SALESPERSONS AND INVESTMENT ADVISORS › Section 13.2 - Registration of commodity broker-dealers, salespersons and investment advisors

Current through Register Vol. 46, No. 28, July 10, 2024
(a) In compliance
				  with subdivision 14 of section 359-e  of the General Business Law, all
				  commodity broker-dealers shall file form CBD with the Department of Law. All
				  commodity salespersons shall file form CM-2 with the Department of Law. All
				  commodity investment advisors shall file form CADV with the Department of Law.
				  Any person who manages or supervises any such commodity broker-dealer,
				  salesperson or investment advisor shall supply the information set forth and
				  required on forms CBD and CADV. All officers, directors, principals, partners,
				  managers, supervisors and 10 percent or more equity holders of commodity
				  broker-dealers and commodity investment advisors shall file form CI-1 with the
				  Department of Law. Each of the above forms shall be subscribed and sworn to by
				  the signer thereof and notarized.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 13 - COMMODITY BROKER-DEALERS, SALESPERSONS AND INVESTMENT ADVISORS › Section 13.3 - Supplemental commodity statement

Current through Register Vol. 46, No. 28, July 10, 2024
(a) In compliance with paragraph 14(e) of
				  section 359-e  of the General Business Law, every
				  commodity broker-dealer who shall have filed a commodity broker-dealer
				  statement (form CBD) with the Department of Law, and every commodity investment
				  advisor who shall have filed a commodity investment advisor statement (form
				  CADV) with the Department of Law, shall file a Supplemental Commodity Statement
				  (form CM-3) whenever the information contained in the original filing becomes
				  inaccurate or incomplete in any material respect, including but not limited to
				  the following:
(1) Name.
Any change in the name of the registrant. However, in the
					 event the registrant incorporates, an entirely new registration statement must
					 be filed.
(2) Address.
Any change of business address or address of each new
					 branch office.
(3)
				  Management.
Any change in the officers, directors, partners, 10 percent
					 or more equity holders or other principals of the registrant or any person who
					 manages or supervises the commodity broker-dealer, commodity investment advisor
					 or the commodity salespersons, giving the name and address of each such person
					 involved in the change.
(4)
				  Salespersons.
Any change in commodity salespersons of a registered
					 commodity broker-dealer, giving name and date of termination of any
					 salespersons leaving the registrant's employ and the reasons therefor, and the
					 name and commencement date of any salespersons brought into the employ of the
					 registrant.
(5) Injunctions
				  and other proceedings.
Any change in disciplinary history, including, but not
					 limited to, each occasion when the registrant or any officer, director,
					 partner, principal, managing person or supervisor, 10 percent or more equity
					 holder or salesperson thereof becomes the subject of any criminal action, or is
					 convicted of any misdemeanor or felony, or is the subject of any pending civil
					 action commenced by a government agency relating to the offer or sale of
					 securities or commodities, or is the subject of any injunction or cease and
					 desist order relating to the offer or sale of securities or commodities.
(6) Termination of business
				  activity.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 13 - COMMODITY BROKER-DEALERS, SALESPERSONS AND INVESTMENT ADVISORS › Section 13.4 - Supplemental commodity salesperson's statement

Current through Register Vol. 46, No. 28, July 10, 2024
(a) In compliance with paragraph 14(e) of
				  section 359-e  of the General Business Law, every
				  commodity salesperson who shall have filed a commodity salesperson's statement
				  (form CM-2) with the Department of Law shall file a supplemental commodity
				  salesperson's statement (form CM-4) whenever the information contained in the
				  original filing becomes inaccurate or incomplete in any material respect,
				  including but not limited to the following:
(1) Name.
Any change in the name of the registrant.
(2) Address.
Any change of residence address of the registrant.
(3) Termination of employment.
Any termination of employment as a commodity salesperson,
					 giving the date of termination and reason therefor.
(4) Change of employment.
Any new employment as a commodity salesperson, giving the
					 name and address of the new firm and the date of commencement of employment as
					 a salesperson.
(5)
				  Injunctions and other proceedings.
Any change in disciplinary history, including but not
					 limited to each occasion when the registrant becomes the subject of any
					 criminal action, or is convicted of any misdemeanor or felony, or is the
					 subject of any pending civil action commenced by a government agency relating
					 to the offer or sale of securities or commodities, or is the subject of any
					 injunction or cease and desist order relating to the offer or sale of
					 securities or commodities.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 13 - COMMODITY BROKER-DEALERS, SALESPERSONS AND INVESTMENT ADVISORS › Section 13.5 - Filing fees

Current through Register Vol. 46, No. 28, July 10, 2024
The annual filing fee for each commodity broker-dealer and
					 commodity investment advisor registration statement is $100. The annual filing
					 fee for each commodity salesperson registration statement is $25. The filing
					 fee for each supplemental statement is $10. Checks should be made payable to
					 the New York State Department of Law. Personal checks or cash will not be
					 accepted. Attorney's checks, bank checks, certified checks or money orders only
					 will be accepted.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 13 - COMMODITY BROKER-DEALERS, SALESPERSONS AND INVESTMENT ADVISORS › Section 13.6 - Time and place for filing

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  Form CBD, form CADV and form CM-2 must be filed with the Department of Law
				  prior to engaging in any activity covered by the registration.
(b) The information required by sections
				  13.3 and
				  13.4  of this Part shall be filed
				  no later than 30 days after the change in circumstances has occurred. Any
				  changes which occur within 30 days of each other may be reported by filing one
				  appropriate form with the applicable fee.
(c) Whenever in these regulations there is a
				  reference to submission or filing with the Department of Law, this shall mean
				  the New York State Department of Law, Bureau of Investor Protection and
				  Securities, 28 Liberty Street, New York, NY 10005.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 13 - COMMODITY BROKER-DEALERS, SALESPERSONS AND INVESTMENT ADVISORS › Section 13.7 - Duration of registration

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  Registration is for a period of one year from date of filing.
(b) A registration renewal is executed on
				  form CBD, form CM-2 or form CADV in the same manner as the original
				  registration. Such application should contain complete answers to all questions
				  and not merely statements that there are no changes since the last
				  registration.
(c) A registered
				  commodity broker-dealer or commodity investment advisor may terminate its
				  registration by filing form CM-3.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter A - SECURITIES-GENERAL › Part 13 - COMMODITY BROKER-DEALERS, SALESPERSONS AND INVESTMENT ADVISORS › Section 13.8 - Fee receipt

Current through Register Vol. 46, No. 28, July 10, 2024
A receipt for the filing fee will be sent as an
					 acknowledgment of filing.
New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter B - REAL ESTATE SYNDICATES › Part 16 - REAL ESTATE SYNDICATION OFFERINGS › Section 16.2 - Contents of prospectus

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
Cover.
(1) There shall be set
				  forth on the outside front cover page of every prospectus the following
				  statement in capital letters printed in boldface roman type at least as large
				  as 10-point modern type and at least two points leaded:
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
					 PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
					 CONTRARY IS UNLAWFUL.
There shall be no other reference to filing with the
					 Attorney General or the Department of Law anywhere in the prospectus.
(2) There shall be set forth on
				  the outside front cover page of every prospectus the following:
(i) the amount of money sought to be
				  raised;
(ii) the price per
				  unit;
(iii) the name of the
				  issuer;
(iv) the name and address
				  of the principal distributor; and
(v) the date of the prospectus.
(3) Unless the issue is also filed
				  with the Securities and Exchange Commission of the United States under a full
				  registration, it shall be indicated after the date of the prospectus that the
				  prospectus may not be used for a period of more than four months thereafter.
				  Such statement shall not eliminate the need to amend the prospectus during that
				  four-month period upon the occurrence of material events affecting the issuer
				  or issue.
(4) The aforesaid shall
				  not constitute a limitation on the contents of the front cover where additional
				  material is essential for full and fair disclosure.