Ohio § 1707.44

§ 1707.44.

(A)(1) No person shall engage in any act or practice that violates division (A) , (B) , or (C) of section 1707.14 of the Revised Code , and no salesperson shall sell securities in this state without being licensed pursuant

to section 1707.16 of the Revised Code . (2) No person shall engage in any act or practice that violates division (A) of section 1707.141 or section 1707.161 of the Revised Code . (3) No person shall engage in any act or practice that violates section 1707.162 of the Revised Code . (4) No person shall engage in any act or practice that violates section 1707.164 of the Revised Code . (5) No person shall knowingly engage in any act or practice that violates division (A) of section 1707.054 or section 1707.055 of the Revised Code . (B) No person shall knowingly make or cause to be made any false representation concerning

a material and relevant fact, in any oral statement or in any prospectus, circular,

description, application, or written statement, for any of the following purposes: (1) Registering securities or transactions, or exempting securities or transactions from

registration, under this chapter; (2) Securing the qualification of any securities under this chapter; (3) Procuring the licensing of any dealer, salesperson, investment adviser, investment

adviser representative, bureau of workers' compensation chief investment officer,

state retirement system investment officer, or portal operator as defined in section 1707.05 of the Revised Code under this chapter; (4) Selling any securities in this state; (5) Advising for compensation, as to the value of securities or as to the advisability

of investing in, purchasing, or selling securities; (6) Submitting a notice filing to the division under division (X) of section 1707.03 or section 1707.092 or 1707.141 of the Revised Code . (C) No person shall knowingly sell, cause to be sold, offer for sale, or cause to be

offered for sale, any security which comes under any of the following descriptions: (1) Is not exempt under section 1707.02 of the Revised Code , nor the subject matter of one of the transactions exempted in section 1707.03 , 1707.04 , or 1707.34 of the Revised Code , has not been registered by coordination or qualification, and is not the subject

matter of a transaction that has been registered by description; (2) The prescribed fees for registering by description, by coordination, or by qualification

have not been paid in respect to such security; (3) The person has been notified by the division, or has knowledge of the notice, that

the right to buy, sell, or deal in such security has been suspended or revoked, or

that the registration by description, by coordination, or by qualification under which

it may be sold has been suspended or revoked; (4) The offer or sale is accompanied by a statement that the security offered or sold

has been or is to be in any manner indorsed by the division. (D) No person who is an officer, director, or trustee of, or a dealer, or portal operator

for, any issuer, and who knows such issuer to be insolvent in that the liabilities

of the issuer exceed its assets, shall sell any securities of or for any such issuer,

without disclosing the fact of the insolvency to the purchaser. (E) No person with intent to aid in the sale of any securities on behalf of the issuer,

shall knowingly make any representation not authorized by such issuer or at material

variance with statements and documents filed with the division by such issuer. (F) No person, with intent to deceive, shall sell, cause to be sold, offer for sale,

or cause to be offered for sale, any securities of an insolvent issuer, with knowledge

that such issuer is insolvent in that the liabilities of the issuer exceed its assets,

taken at their fair market value. (G) No person in purchasing or selling securities shall knowingly engage in any act or

practice that is, in this chapter, declared illegal, defined as fraudulent, or prohibited. (H) No licensed dealer shall refuse to buy from, sell to, or trade with any person because

the person appears on a blacklist issued by, or is being boycotted by, any foreign

corporate or governmental entity, nor sell any securities of or for any issuer who

is known in relation to the issuance or sale of the securities to have engaged in

such practices. (I) No dealer in securities, knowing that the dealer's liabilities exceed the reasonable

value of the dealer's assets, shall accept money or securities, except in payment

of or as security for an existing debt, from a customer who is ignorant of the dealer's

insolvency, and thereby cause the customer to lose any part of the customer's securities

or the value of those securities, by doing either of the following without the customer's

consent: (1) Pledging, selling, or otherwise disposing of such securities, when the dealer has

no lien on or any special property in such securities; (2) Pledging such securities for more than the amount due, or otherwise disposing of

such securities for the dealer's own benefit, when the dealer has a lien or indebtedness

on such securities. It is an affirmative defense to a charge under this division that, at the time the

securities involved were pledged, sold, or disposed of, the dealer had in the dealer's

possession or control, and available for delivery, securities of the same kinds and

in amounts sufficient to satisfy all customers entitled to the securities, upon demand

and tender of any amount due on the securities. (J) No person, with purpose to deceive, shall make, issue, publish, or cause to be made,

issued, or published any statement or advertisement as to the value of securities,

or as to alleged facts affecting the value of securities, or as to the financial condition

of any issuer of securities, when the person knows that the statement or advertisement

is false in any material respect. (K) No person, with purpose to deceive, shall make, record, or publish or cause to be

made, recorded, or published, a report of any transaction in securities which is false

in any material respect. (L) No dealer shall engage in any act that violates the provisions of section 15(c) or

15(g) of the “Securities Exchange Act of 1934,” 48 Stat. 881, 15 U.S.C.A. 78o(c) or (g) , or any rule or regulation promulgated by the securities and exchange commission

thereunder. (M)(1) No investment adviser or investment adviser representative shall do any of the following: (a) Employ any device, scheme, or artifice to defraud any person; (b) Engage in any act, practice, or course of business that operates or would operate

as a fraud or deceit upon any person; (c) In acting as principal for the investment adviser's or investment adviser representative's

own account, knowingly sell any security to or purchase any security from a client,

or in acting as salesperson for a person other than such client, knowingly effect

any sale or purchase of any security for the account of such client, without disclosing

to the client in writing before the completion of the transaction the capacity in

which the investment adviser or investment adviser representative is acting and obtaining

the consent of the client to the transaction.  Division (M)(1)(c) of this section does not apply to any investment adviser registered

with the securities and exchange commission under section 203 of the “Investment Advisers

Act of 1940,” 15 U.S.C. 80b-3 , or to any transaction with a customer of a licensed dealer or salesperson if the

licensed dealer or salesperson is not acting as an investment adviser or investment

adviser representative in relation to the transaction. (d) Engage in any act, practice, or course of business that is fraudulent, deceptive,

or manipulative.  The division of securities may adopt rules reasonably designed to prevent acts,

practices, or courses of business that are fraudulent, deceptive, or manipulative. (2) No investment adviser or investment adviser representative licensed or required to

be licensed under this chapter shall take or have custody of any securities or funds

of any person, except as provided in rules adopted by the division. (3) In the solicitation of clients or prospective clients, no person shall make any untrue

statement of a material fact or omit to state a material fact necessary in order to

make the statements made not misleading in light of the circumstances under which

the statements were made. (N) No person knowingly shall influence, coerce, manipulate, or mislead any person engaged

in the preparation, compilation, review, or audit of financial statements to be used

in the purchase or sale of securities for the purpose of rendering the financial statements

materially misleading. (O) No state retirement system investment officer shall do any of the following: (1) Employ any device, scheme, or artifice to defraud any state retirement system; (2) Engage in any act, practice, or course of business that operates or would operate

as a fraud or deceit on any state retirement system; (3) Engage in any act, practice, or course of business that is fraudulent, deceptive,

or manipulative.  The division of securities may adopt rules reasonably designed to prevent such acts,

practices, or courses of business as are fraudulent, deceptive, or manipulative; (4) Knowingly fail to comply with any policy adopted regarding the officer established

pursuant to section 145.094 , 742.104 , 3307.043 , 3309.043 , or 5505.065 of the Revised Code . (P) No bureau of workers' compensation chief investment officer shall do any of the following: (1) Employ any device, scheme, or artifice to defraud the workers' compensation system; (2) Engage in any act, practice, or course of business that operates or would operate

as a fraud or deceit on the workers' compensation system; (3) Engage in any act, practice, or course of business that is fraudulent, deceptive,

or manipulative.  The division of securities may adopt rules reasonably designed to prevent such acts,

practices, or courses of business as are fraudulent, deceptive, or manipulative; (4) Knowingly fail to comply with any policy adopted regarding the officer established

pursuant to section 4123.441 of the Revised Code . (Q)(1) No portal operator shall knowingly do any of the following: (a) Employ any device, scheme, or artifice to defraud; (b) Engage in any act, practice, or course of business that operates as a fraud or deceit; (c) Engage in any act, practice, or course of business that is fraudulent, deceptive,

or manipulative. (2) The division of securities may adopt rules reasonably designed to prevent such acts,

practices, or courses of business that are fraudulent, deceptive, or manipulative.