32 M.R.S. § 16202 - Exempt transactions

• Cite as: 32 M.R.S. § 16202

The following transactions are exempt from the requirements of sections 16301 to 16306 and 16504: [ 2005, c. 65, Pt. A, §2 (NEW).]

1. Isolated nonissuer transaction. An isolated nonissuer transaction, whether effected by or through a broker-dealer or not;

[ 2005, c. 65, Pt. A, §2 (NEW).]

2. Manual exemption. A nonissuer transaction by or through a broker-dealer licensed under or exempt from licensing under this chapter and a resale transaction by a sponsor of a unit investment trust registered under the federal Investment Company Act of 1940 in a security of a class that has been outstanding in the hands of the public for at least 90 days, if, on the date of the transaction:

A. The issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership and the issuer is not a blank check, blind pool or shell company that has no specific business plan or purpose or that has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person; [ 2005, c. 65, Pt. A, §2 (NEW).]

B. The security is sold at a price reasonably related to its current market price; [ 2005, c. 65, Pt. A, §2 (NEW).]

C. The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution; [ 2005, c. 65, Pt. A, §2 (NEW).]

D. A nationally recognized securities manual or its electronic equivalent designated by routine technical rule as defined in Title 5, chapter 375, subchapter 2-A adopted under this chapter or order issued under this chapter or a publicly available record filed with the Securities and Exchange Commission contains:

(1) A description of the business and operations of the issuer;

(2) The names of the issuer's executive officers and the names of the issuer's directors, if any;

(3) An audited balance sheet of the issuer as of a date within 18 months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and

(4) An audited income statement for each of the issuer's 2 immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement; and [ 2005, c. 65, Pt. A, §2 (NEW).]

E. Any one of the following requirements is met:

(1) The issuer of the security has a class of equity securities listed on a national securities exchange registered under Section 6 of the federal Securities Exchange Act of 1934 or designated for trading on the National Association of Securities Dealers Automated Quotation System;

(2) The issuer of the security is a unit investment trust registered under the federal Investment Company Act of 1940;

(3) The issuer of the security, including its predecessors, has been engaged in continuous business for at least 3 years; or

(4) The issuer of the security has total assets of at least $2,000,000 based on an audited balance sheet as of a date within 18 months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization; [ 2005, c. 65, Pt. A, §2 (NEW).]

[ 2005, c. 65, Pt. A, §2 (NEW).]

3. Nonissuer transactions in specified foreign transactions. A nonissuer transaction by or through a broker-dealer licensed under or exempt from licensing under this chapter in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the Board of Governors of the Federal Reserve System;

[ 2005, c. 65, Pt. A, §2 (NEW).]

4. Nonissuer transactions in securities where guarantor is subject to Securities Exchange Act reporting. A nonissuer transaction by or through a broker-dealer licensed under or exempt from licensing under this chapter in an outstanding security if the guarantor of the security files reports with the Securities and Exchange Commission under the reporting requirements of Section 13 or 15(d) of the federal Securities Exchange Act of 1934, 15 United States Code, Section 78m or 78o(d);