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15-4-1220. Exemption for securities.
Arkansas Code — all titles (historical 2020) · legal_authorities
15-4-1220. Exemption for securities.
(a)(1) The stock, units of interest, notes, debentures, bonds, and all other securities or obligations issued by any company organized and existing under the provisions of this subchapter shall be exempt from the provisions of the Arkansas Securities Act, § 23-42-101 et seq.
(2) However, any company organized and existing under the provisions of this subchapter shall not be exempt from the following:
(A) The antifraud provisions of the Arkansas Securities Act, § 23-42-101 et seq., under § 23-42-507;
(B) The criminal provisions for violation of the provisions found in § 23-42-104(a); and
(C) The civil remedies available for violation of the provisions found in § 23-42-106.
(b)(1) Notwithstanding the provisions of subsection (a) of this section, no company may offer its stock, units of interest, notes, debentures, bonds, or other securities or obligations without filing a notice with the Securities Commissioner before the first offer of the securities to be sold.
(2)(A) The filing shall state the terms of the offer and how the company intends to comply with the antifraud provisions of the Arkansas Securities Act, § 23-42-101 et seq., and shall be accompanied by copies of any sales materials the company will use in the offer of the securities.
(B) The filing shall be effective upon deposit with the commissioner.
(C) This filing requirement shall be applicable to the initial capitalization of the company and any subsequent offer of stock, units of interest, notes, debentures, bonds, or other securities or obligations or series thereof.
(c) Failure of a company to make the filing required by subsection (b) of this section shall be a basis for imposition of all remedies available to the commissioner for the offer and sa
Source: Arkansas Code — historical release 78 (November 6, 2020) · 15-4-1220
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:15-4-1220
Source file: gov.ar.code.title.15.odt
Pages: Not recorded – Not recorded
Passage SHA-256: bc3a92be8e5016ba1600082676fee64f211d5b14d8ec9b0f422793221f2ff9ea
Source location: content.xml paragraph 2931
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15-4-1220. Exemption for securities.
(a)(1) The stock, units of interest, notes, debentures, bonds, and all other securities or obligations issued by any company organized and existing under the provisions of this subchapter shall be exempt from the provisions of the Arkansas Securities Act, § 23-42-101 et seq.
(2) However, any company organized and existing under the provisions of this subchapter shall not be exempt from the following:
(A) The antifraud provisions of the Arkansas Securities Act, § 23-42-101 et seq., under § 23-42-507;
(B) The criminal provisions for violation of the provisions found in § 23-42-104(a); and
(C) The civil remedies available for violation of the provisions found in § 23-42-106.
(b)(1) Notwithstanding the provisions of subsection (a) of this section, no company may offer its stock, units of interest, notes, debentures, bonds, or other securities or obligations without filing a notice with the Securities Commissioner before the first offer of the securities to be sold.
(2)(A) The filing shall state the terms of the offer and how the company intends to comply with the antifraud provisions of the Arkansas Securities Act, § 23-42-101 et seq., and shall be accompanied by copies of any sales materials the company will use in the offer of the securities.
(B) The filing shall be effective upon deposit with the commissioner.
(C) This filing requirement shall be applicable to the initial capitalization of the company and any subsequent offer of stock, units of interest, notes, debentures, bonds, or other securities or obligations or series thereof.
(c) Failure of a company to make the filing required by subsection (b) of this section shall be a basis for imposition of all remedies available to the commissioner for the offer and sale of unregistered and nonexempt securities under the Arkansas Securities Act, § 23-42-101 et seq.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-101. Title.
This chapter may be cited as the “Arkansas Securities Act”.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-101
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-42-101. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-104. Criminal penalties.
(a) Any person who knowingly violates § 23-42-507 shall be guilty of the offense of “securities fraud”. Securities fraud is a Class B felony.
(b) Any person who knowingly violates § 23-42-501 shall be guilty of the offense of “felony offer or sale of unregistered and nonexempt securities”. Felony offer or sale of unregistered and nonexempt securities is a Class D felony.
(c) Any person who negligently violates § 23-42-501 shall be guilty of the offense of “offer or sale of unregistered and nonexempt securities”. Offer or sale of unregistered and nonexempt securities is a Class A misdemeanor.
(d) Any person who knowingly violates any rule or order of the Securities Commissioner shall be guilty of a Class B misdemeanor. No person may be imprisoned for a violation of any rule or order of which that person did not have actual knowledge.
(e) Any person who knowingly engages in any unlawful conduct prohibited by this chapter, except as provided in subsection (a), subsection (b), subsection (c), or subsection (d) of this section, shall be guilty of a Class D felony.
(f) “Purposely”, “knowingly”, “recklessly”, “negligently”, and the classes of felonies and misdemeanors set forth in this section shall be as defined and have such penalties as set forth in the Arkansas Criminal Code.
(g) Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime by statute or common law.
(h) The provisions of subsection (e) of this section shall not apply to any violation of § 23-42-509.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-104
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-42-104. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-106. Civil liability — Definitions.
(a)(1) A person is liable to a buyer of a security if the person offers or sells the security:
(A) In violation of § 23-42-212(b), § 23-42-301, or § 23-42-501(1) or (2), a rule or order of the Securities Commissioner under § 23-42-502 which requires the affirmative approval of sales literature before it is used, or any condition imposed under § 23-42-403(d), § 23-42-404(g), or § 23-42-404(i); or
(B) By means of an untrue statement of a material fact or a failure to state a material fact necessary in order to make the statement made, in the light of circumstances under which it is made, not misleading, the buyer not knowing of the untruth or omission, and the seller not sustaining the burden of proof that the seller did not know, and in the exercise of reasonable care could not have known, of the untruth or omission.
(2) In a successful action under subdivision (a)(1) of this section, the buyer may recover costs and reasonable attorney's fees plus:
(A) Upon tender of the security, the consideration paid for the security and interest at six percent (6%) per year from the date of payment, less the amount of any income received from owning the security; or
(B)(i) Damages if the buyer no longer owns the security.
(ii) Damages are the amount that would be recoverable upon a tender of the security less the value of the security when the buyer disposed of the security plus interest at six percent (6%) per year from the date of disposition of the security.
(b)(1) A person is liable to a seller of a security if the person buys the security:
(A) In violation of § 23-42-301, § 23-42-307, § 23-42-507, or § 23-42-508; or
(B) By means of an untrue statement of a material fact or a failure to state a material fact necessary
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-106
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-42-106. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-507. Fraud or deceit in connection with offer, sale, or purchase of securities.
It is unlawful for any person, in connection with the offer, sale, or purchase of any security, directly or indirectly:
(1) To employ any device, scheme, or artifice to defraud;
(2) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or
(3) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-507
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-42-507. This identifies an authority to review, not proof of applicability.