Tennessee § 48-1-116 - Rules, forms, orders, and hearings.

§ 48-1-116. Rules, forms, orders, and hearings.

The commissioner may from time to time make, promulgate, amend, and rescind such rules, forms, and orders as are necessary to carry out this part, including rules, forms, and orders governing registration statements, applications, reports, and filing fees, and defining any terms, whether or not used in this part, insofar as the definitions are not inconsistent with this part. For the purpose of rules and forms, the commissioner may classify securities, persons, and matters within the commissioner's jurisdiction, and prescribe different requirements for different classes. No rule, form, or order may be made, promulgated, amended, or rescinded unless the commissioner finds that the action is in the public interest, necessary for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of this part. In prescribing rules and forms, the commissioner may cooperate with the securities administrators of other jurisdictions, the securities and exchange commission, or any national securities exchange or national securities association registered under the Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.), as amended, with a view to effectuating the policy of this part to achieve maximum uniformity in the form and content of registration statements, applications, and reports wherever practicable. The commissioner may by rule prescribe: The form and content of financial statements required under this part; The circumstances under which consolidated financial statements shall be filed; and Whether or not any required financial statements shall be certified by independent or certified public accountants. All financial statements shall be prepared in accordance with generally accepted accounting principles or the rules adopted by the securities and exchange commission. No provision of this part imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, order, or interpretive opinion under § 48-1-117(e), of the commissioner, notwithstanding that the rule, form, or order may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason. All rules and forms provided for in this part shall be adopted, promulgated, and contested as provided in the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. No order may be entered under this part (except routine orders of effective registration, registration termination by operation of law, or registration abandonment) without: Notice to the affected parties (which shall be prior notice unless the commissioner determines that prior notice would not be in the public interest and would be detrimental to the protection of investors); Opportunity for a hearing before the commissioner; and Written findings of fact and conclusions of law. Every investigation, hearing or other proceeding (other than private investigations under § 48-1-118(a)) held under this part which determines or affects the legal rights, duties, or privileges of particular specified parties shall be deemed to be a “contested case” under the Uniform Administrative Procedures Act, and shall be conducted as required by that act. Acts 1980, ch. 866, § 16; T.C.A., § 48-16-116 ; T.C.A. § 48-2-116 ; Acts 2017, ch. 424, § 40. Code Commission Notes. Former § 48-2-116 was transferred to § 48-1-116 by the code commission in 2012. Compiler's Notes. The Securities Law of 1955, formerly codified as §§ 48-1601 — 48-1653, was repealed by Acts 1980, ch. 886, § 27. However, the section also contained a savings provision referring to former §§ 48-1601 — 48-1653 which read: “(b) Prior law exclusively governs all suits, actions, prosecutions, or proceedings which are pending or may be initiated on the basis of facts or circumstances occurring before the effective date of this Act, except that no civil suit or action may be maintained to enforce any liability under prior law unless brought within any period of limitation which applied when the cause of action accrued and in any event within two years after the effective date of this Act. “(c) All effective registrations under prior law, all administrative orders relating to such registrations, and all conditions imposed upon such registrations remain in effect so long as they would have remained in effect if this Act had not been passed. They are considered to have been filed, entered, or imposed under this Act, but are governed by prior law. “(d) Prior law applies in respect of any sale made within one year after the effective date of this Act pursuant to an offering exempt under prior law which offering was begun in good faith before such effective date. “(e) Judicial review of all administrative orders as to which review proceedings have not been instituted by the effective date of this Act are governed by Section 20, except that no review proceeding may be instituted unless the petition is filed within any period of limitation which applied to a review proceeding when the order was entered and in any event within 60 days after the effective date of this Act.” The effective date of the Act was July 2, 1980. Acts 2001, ch. 61, § 1 provided that the act shall be cited as “The Securities Omnibus Act of 2001.”