Guam § 46306 - Denial, Suspension, and Revocation of Registration.

§ 46306. Denial, Suspension, and Revocation of Registration.

(a) The Administrator may issue a stop order denying effectiveness to,

or suspending or revoking the effectiveness of, any registration statement if

he finds (1) that the order is in the public interest and (2) that

(A) the registration statement as of its effective date or as of any

earlier date in the case of an order denying effectiveness, or any

amendment under § 46305(k) as of its effective date, or any report

under § 46305(j) is incomplete in any material respect or contains any

statement which was, in the light of the circumstances under which it

was made, false or misleading with respect to any material fact;

(B) any provision of this Act or any rule, order, or condition

lawfully imposed under this Act has been Yherefore violated, in

connection with the offering, by (i) the person filing the registration

statement, (ii) the issuer, or any partner, officer, or director of the

issuer, any person occupying a similar status or performing similar

functions, or any person directly or indirectly controlling or controlled

by the issuer, but only if the person filing the registration statement is

directly or indirectly controlled by or acting for the issuer, or (iii) any

underwriter;

(C) the security registered, or sought to be registered, is the

subject of an administrative stop order or similar order or a permanent

or temporary injunction of any court of competent jurisdiction entered

under any other Federal or state act applicable to the offering; but (i)

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the Administrator may not institute a proceeding against an effective

registration statement under clause (C) more than one (1) year from the

date of the order or injunction relied on, and (ii) he may not enter an

order under clause (C) on the basis of an order or injunction entered

under any other sate act unless that order or injunction was based on

facts which would currently constitute a ground for a stop order under

this section;

(D) the issuer’s enterprise or method of business includes or

would include activities which are illegal where performed;

(E) the offering has worked or tended to work a fraud upon

purchasers or would so operate;

(F) the offering has been or would be made with unreasonable

amounts of underwriters’ and sellers’ discounts, commissions, or other

compensation, or promoters’ profits or participation, or unreasonable

amounts or kinds of options;

(G) when a security is sought to be registered by notification, it is

not eligible for such registration;

(H) when a security is sought to be registered by coordination,

there has been a failure to comply with the undertaking required by §

46303(b)(4); or

(I) the applicant or registrant has failed to pay the proper filing

fee; but the Administrator may enter only a denial order under this

clause and he shall vacate any such order when the deficiency has been

corrected.

The Administrator may not institute a stop-order proceeding against an

effective registration statement on the basis of a fact or transaction known

to him when the registration statement became effective unless the

proceeding is instituted within the next thirty (30) days.

(b) The Administrator may by order summarily postpone or suspend

the effectiveness of the registration statement pending final determination of

any proceeding under this section. Upon the entry of the order, the

Administrator shall promptly notify each person specified in subsection (c)

that it has been entered and of the reasons Yherefore, and that within fifteen

(15) days after the receipt of a written request the matter will be set down

for hearing. If no hearing is requested and none is ordered by the

Administrator, the order will remain in effect until it is modified or vacated

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by the Administrator. If a hearing is requested or ordered, the

Administrator, after notice of and opportunity for hearing to each person

specified in subsection (c), may modify or vacate the order or extend it until

final determination.

(c) No stop order may be entered under any part of this section except

the first sentence of subsection (b) without (1) appropriate prior notice to

the applicant or registrant, the issuer, and the person on whose behalf the

securities are to be or have been offered, (2) opportunity for hearing, and (3)

written findings of fact and conclusions of law.

(d) The Administrator may vacate or modify a stop order if he finds

that the conditions which prompted entry have changed or that it is

otherwise in the public interest to do so.