No. V-0081 (1947).

• Case Date: March 10, 1947
• Court: Texas

Texas Attorney General Opinions 1947. No. V-0081 (1947). 1March 10, 1947Honorable Paul H. BrownSecretary of StateAustin, TexasOpinion No. V-81Re: Whether certain foreign securities "registered" with the Securities and Exchange Commission of the United States are "on the list approved by the Securities and Exchange Commission", as contemplated by subdivision (b) of Sec. 23, of the Texas Securities Act, and therefore exempt from the provisions of the Act.Dear Sir:

You request advice as follows:

"Subdivision (b) of Section 23 of the Texas Securities Act, under exemptions, provides as follows:

"'Any security issued or guaranteed by any foreign government with which the United States is at the time of the sale, or offer of sale thereof, maintaining diplomatic relations, or by any State, province or political subdivision thereof having the power of taxation or assessment, which security is recognized at the time it is offered for sale in this State as valid obligation by such foreign government or by such State, province, or political subdivision thereof issuing the same, provided however, that such securities must be on the list approved by the Securities and Exchange Commission of the United States.'

"We have had several requests for information in regard to possible exemptions under

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this provision. The trouble seems to be that the Securities and Exchange Commission does not approve an issue but simply registers the same. It would appear that the Legislature had in mind an actual approval by this Commission before an exemption could be claimed. In the registration of these issues by the Securities and Exchange Commission they always state that this should not be considered as an approval.

"The question is, shall we consider a security, which meets all other requirements of this exemption as exempt when the same is simply registered with the Securities and Exchange Commission and not approved."

The authority and duties of the Securities and Exchange Commission as they pertain to the type of securities inquired about are set out in Title 15, Chapter 2A of the United States Code Annotated. As we construe the provisions of Chapter 2A, the Commission has no authority or duty to "approve" any of the securities inquired about. We have also directed an inquiry to the Chief Counsel, Corporations Finance Division, Securities...