Colorado § 11-51-101 - Short title and purpose.

§ 11-51-101. Short title and purpose.

(1) This article shall be known and may be cited as the "Colorado Securities Act".

(2) The purposes of this article are to protect investors and maintain public confidence in securities markets while avoiding unreasonable burdens on participants in capital markets. This article is remedial in nature and is to be broadly construed to effectuate its purposes.

(3) The provisions of this article and rules made under this article shall be coordinated with the federal acts and statutes to which references are made in this article and rules and regulations promulgated under those federal acts and statutes, to the extent coordination is consistent with both the purposes and the provisions of this article.

Source: L. 90: Entire article R&RE, p. 700, § 1, effective July 1.

Editor's note: This section is similar to former § 11-51-101 as it existed prior to 1990.

ANNOTATION

Law reviews. For article, "State and Federal Securities Surveillance: Some Attendant Problems", see 27 Rocky Mt. L. Rev. 496 (1955). For article, "The Colorado Securities Law", see 35 Dicta 271 (1958). For article, "One Year Review of Corporations, Partnership, and Agency", see 36 Dicta 27 (1959). For article, "The New Colorado Securities Act — A Quest for Uniformity", see 38 Dicta 213 (1961). For article, "Criminal Prosecutions under the Colorado Securities Act", see 47 U. Colo. L. Rev. 233 (1976). For article, "Investment Contracts Under the Colorado and Uniform Securities Acts", see 49 U. Colo. L. Rev. 391 (1978). For article, "The Securities Act of 1981 — Two Years Later", see 12 Colo. Law. 1236 (1983). For article, "After Federal Securities Reform: Blue Sky Ahead for Colorado Class Actions - Part I," see 25 Colo. Law. 37 (July 1996). For article, "Auditor Liability under Colorado Blue Sky Laws", see 29 Colo. Law. 63 (Oct. 2000).

Annotator's note. The following annotations include cases decided under former provisions similar to this section.

Purpose. The broad purpose of securities acts is to prevent the exploitation of investors through full and fair disclosure relative to the issuance of securities. Raymond Lee Org., Inc. v. Sec. Comm'n, 36 Colo. App. 417, 543 P.2d 75 (1975), rev'd on other grounds, 192 Colo. 112, 556 P.2d 1209 (1976).

Securities acts are remedial in nature and should be broadly construed to effectuate their purpose. Raymond Lee Org., Inc. v. Sec. Comm'n, 36 Colo. App. 417, 543 P.2d 75 (1975), rev'd on other grounds, 192 Colo. 112, 556 P.2d 1209 (1976).

Civil actions arising under this article are strictly analogous to an action under § 12(2) of the securities exchange act of 1934 — but not to either a § 10(b) action alleging violation of rule 10b-5(1) and (3), nor to a § 10(b) action alleging violation of rule 10b-5(2) when proof of scienter and reliance is required. Trussell v. United Underwriters, Ltd., 228 F. Supp. 757 (D. Colo. 1964) (decided under repealed § 125-1-1, CRS 53, which was similar to this section).

Parallels federal acts. The Colorado securities act parallels the federal securities act of 1933 and the securities and exchange act of 1934. Sauer v. Hays, 36 Colo. App. 190, 539 P.2d 1343 (1975).

And federal law is persuasive. While the Colorado supreme court is not bound by federal law in the interpretation of the Colorado securities act, insofar as the provisions and purposes of this statute parallel those of the federal enactments, such federal authorities are highly persuasive. Lowery v. Ford Hill Inv. Co., 192 Colo. 125, 556 P.2d 1201 (1976).

General partnerships are not entitled to any presumption that might imply that a plaintiff bears a burden of proof greater than the preponderance of the evidence burden generally applicable in civil litigation. Chan v. HEI Resources, Inc., 2022 CO 36, 512 P.3d 120.

The hallmark of state and federal securities regulation has always been close attention to the facts of each case and a substantive appraisal of the commercial realities of the offering. Lowery v. Ford Hill Inv. Co., 192 Colo. 125, 556 P.2d 1201 (1976).

Applied in Dietrich Corp. v. King Res. Co., 583 F.2d 1143 (10th Cir. 1978).