Oklahoma § 71-306 - Repealed by Laws 2003, c. 347, § 53, eff. July 1, 2004

§ 71-306. Repealed by Laws 2003, c. 347, § 53, eff. July 1, 2004

NOTE: Prior to repeal, this section was amended to read as follows:

(a) The Administrator may issue a stop order denying

effectiveness to, or suspending or revoking the effectiveness of,

any registration statement if the Administrator finds that:

(1) the order is in the public interest; and

(2) (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 report under Section 305(i) of

this title 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 the Oklahoma Securities Act or any

rule, order, or condition lawfully imposed under said

act has been willfully violated, in connection with

the offering, by:

(i) the person filing the registration statement,

(ii) the issuer, 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 any 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; provided, however:

(i) the Administrator may not institute a proceeding

against an effective registration statement under

this subparagraph more than one (1) year from the

date of the order or injunction relied on, and

Oklahoma Statutes - Title 71. Securities

(ii)

may not enter an order under this subparagraph on

the basis of an order or injunction entered under

any other state 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 or is being

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, profits,

compensation, or remuneration paid directly or

indirectly to any officer, director, employee,

contractor or agent;

(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 Section 303(b)(4) of this

title; or

(I) an order has been issued by a court of competent

jurisdiction under subsection (e) of this section or

Section 406 of this title against the issuer of any

security registered or sought to be registered under

the Oklahoma Securities Act.

The Administrator may not institute a stop order proceeding

against an effective registration statement on the basis of a fact

or transaction known to the Administrator when the registration

statement became effective unless the proceeding is instituted

within the next thirty (30) days.

(b) (1) If the Administrator makes written findings of fact to

support the conclusion that the public interest will be harmed by

delay in issuing an order pursuant to subsection (a) of this

section, the Administrator may by order summarily postpone or

suspend the effectiveness of the registration statement pending

final determination of any proceeding under this section.

(2) Upon the entry of the summary order, the Administrator

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

this section:

(A) that the summary order has been entered and the

reasons therefor;

Oklahoma Statutes - Title 71. Securities

(B)

that the person subject to the summary order, if

desiring a hearing, must make written request for a

hearing to the Administrator within fifteen (15) days

after service of the notice is effective;

(C) that within fifteen (15) days after receipt by the

Administrator of a written request the matter will be

set for hearing to determine whether the summary order

should be modified, vacated or extended pending final

determination of any proceeding under subsection (a)

of this section; and

(D) that a hearing shall be commenced within fifteen (15)

days of the matter being set for hearing.

(3) The summary order shall remain in effect until the

conclusion of the hearing on the summary order unless the

Administrator or the Administrator’s designee extends the summary

order pending a final determination of any proceeding under

subsection (a) of this section. If no hearing is requested within

thirty (30) days after service of the summary order and none is

ordered by the Administrator, the summary order becomes final by

operation of law. If a request for hearing on the summary order is

timely made and if the hearing is not commenced by the Administrator

within the time limit set forth herein, the summary order shall

dissolve and a final order shall not be issued pursuant to

subsection (a) of this section except upon reasonable notice and

opportunity for a hearing.

(c) Except as provided in paragraph (1) of subsection (b) of

this section or unless the right to notice and hearing is waived by

the person against whom the stop order is issued, no stop order may

be issued under this section without notice and opportunity for

hearing as required by the Administrative Procedures Act. If the

person to whom notice is addressed does not request a hearing within

fifteen (15) days after the service of said notice is effective, a

final order as provided in subsection (a) of this section may be

issued.

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

Administrator finds that the conditions which prompted its entry

have changed or that it is otherwise in the public interest to do

so.

(e) The Administrator may apply to the district court of

Oklahoma County or the district court of any other county where

service can be obtained for an order appointing a conservator of,

and directing the conservator to rehabilitate, any issuer upon one

or more of the following grounds. That the issuer:

(1) is impaired or insolvent, or is in imminent danger of

becoming impaired or insolvent;

(2) has ceased transacting business for a period of one (1)

year;

Oklahoma Statutes - Title 71. Securities

(3) is insolvent and has commenced voluntary liquidation or

dissolution, or is attempting to commence or prosecute any action or

proceeding to liquidate its business or affairs, or to dissolve its

corporate charter, or to procure the appointment of a receiver,

trustee, custodian, or sequestrator;

(4) has refused to comply with any lawful order of the

Administrator;

(5) has refused to submit its books, records and accounts

relating to its financial affairs to reasonable examination by the

Administrator;

(6) has transferred or attempted to transfer substantially its

entire property or business, to the detriment of its stockholders;

or

(7) has willfully violated its charter or any law of this

state.

The conservator may, if all reasonable efforts to rehabilitate

the issuer fail, apply to the court for any order directing

liquidation and dissolution of any such issuer.

Added by Laws 1959, p. 339, § 306, eff. July 1, 1959. Amended by

Laws 1967, c. 395, § 1, emerg. eff. May 23, 1967; Laws 1968, c. 406,

§ 1, emerg. eff. May 17, 1968; Laws 1992, c. 241, § 14, eff. July 1,

1992; Laws 1995, c. 196, § 11, eff. July 1, 1995; Laws 1997, c. 279,

§ 11, eff. July 1, 1997; Laws 1998, c. 152, § 8, eff. July 1, 1998;

Laws 1999, c. 109, § 4, eff. July 1, 1999; Laws 2003, c. 493, § 4,

eff. Nov. 1, 2003.