17-4-504. Filing of sales and advertising literature.
(a) Except as otherwise provided in subsection (b) of this section, a rule adopted or order issued under this act may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this act.
(b) This section does not apply to sales and advertising literature specified in subsection (a) of this section which relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by W.S. 17-4-201 through 17-4-204 except as required pursuant to W.S. 17-4-201(a)(vii).
It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this act, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.
17-4-506. Misrepresentations concerning registration or exemption.
(a) The filing of an application for registration, a registration statement, a notice filing under this act, the registration of a person, the notice filing by a person, or the registration of a security under this act does not constitute a finding by the secretary of state that a record filed under this act is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the secretary of state has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction.
(b) It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.
A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the secretary of state, or designee of the secretary of state, the securities and exchange commission, or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.
(a) A person that willfully violates this act, or a rule adopted or order issued under this act, except W.S. 17-4-504 or the notice filing requirements of W.S. 17-4-302 or 17-4-405, or that willfully violates W.S. 17-4-505 knowing the statement made to be false or misleading in a material respect, upon conviction, shall be fined not more than five thousand dollars ($5,000.00) or imprisoned not more than three (3) years, or both. An individual convicted of violating a rule or order under this act may be fined, but may not be imprisoned, if the individual did not have knowledge of the rule or order.
(b) The attorney general or district attorney with or without a reference from the secretary of state, may institute criminal proceedings under this act.
(c) This act does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.
(a) Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998.
(b) A person is liable to the purchaser if the person sells a security in violation of W.S. 17-4-301 or, by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the purchaser not knowing 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. An action under this subsection is governed by the following:
(i) The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest at six percent (6%) per year from the date of the purchase, costs, and reasonable attorneys' fees determined by the court, upon the tender of the security, or for actual damages as provided in paragraph (iii) of this subsection;
(ii) The tender referred to in paragraph (i) of this subsection may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in paragraph (iii) of this subsection;
(iii) Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest at six percent (6%) per year from the date of the purchase, costs and reasonable attorneys' fees determined by the court.
(c) A person is liable to the seller if the person buys a security by means of an untrue statement of a material fact or omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the seller not knowing of the untruth or omission, and the purchaser not sustaining the burden of proof that the purchaser did not know, and in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:
(i) The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorneys' fees determined by the court, upon the tender of the purchase price, or for actual damages as provided in paragraph (iii) of this subsection;
(ii) The tender referred to in paragraph (i) of this subsection may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in paragraph (iii) of this subsection;
(iii) Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser's conduct causing liability, and interest at six percent (6%) per year from the date of the sale of the security, costs, and reasonable attorneys' fees determined by the court.
(d) A person acting as a broker-dealer or agent that sells or buys a security in violation of W.S. 17-4-401(a), 17-4-402(a), or 17-4-506 is liable to the customer. The customer, if a purchaser, may maintain an action for recovery of actual damages as specified in paragraphs (b)(i) through (iii) of this section, or, if a seller, for a remedy as specified in paragraphs (c)(i) through (iii) of this section.
(e) A person acting as an investment adviser or investment adviser representative that provides investment advice for compensation in violation of W.S. 17-4-403(a), 17-4-404(a), or 17-4-506 is liable to the client. The client may maintain an action to recover the consideration paid for the advice, interest at the rate of six percent (6%) per year from the date of payment, costs, and reasonable attorneys' fees determined by the court.
(f) A person that receives directly or indirectly any consideration for providing investment advice to another person and that employs a device, scheme, or artifice to defraud the other person or engages in an act, practice, or course of business that operates or would operate as a fraud or deceit on the other person, is liable to the other person. An action under this subsection is governed by the following:
(i) The person defrauded may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest at six percent (6%) per year from the date of the fraudulent conduct, costs, and reasonable attorneys' fees determined by the court, less the amount of any income received as a result of the fraudulent conduct;
(ii) This subsection does not apply to a broker-dealer or its agents if the investment advice provided is solely incidental to transacting business as a broker-dealer and no special compensation is received for the investment advice.
(g) The following persons are liable jointly and severally with and to the same extent as persons liable under subsections
(b) through (f) of this section:
(i) A person that directly or indirectly controls a person liable under subsections (b) through (f) of this section, unless the controlling person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;
(ii) An individual who is a managing partner, executive officer, or director of a person liable under subsections (b) through (f) of this section, including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;
(iii) An individual who is an employee of or associated with a person liable under subsections (b) through
(f) of this section and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; and
(iv) A person that is a broker-dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (b) through (f) of this section, unless the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist.
(h) A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct.
(j) A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant.
(k) A person may not obtain relief:
(i) Under subsection (b) of this section for violation of W.S. 17-4-301, or under subsection (d) or (e) of this section, unless the action is instituted within one (1) year after the violation occurred; or
(ii) Under subsection (b) of this section, other than for violation of W.S. 17-4-301, or under subsection (c) or (f) of this section, unless the action is instituted within the earlier of two (2) years after discovery of the facts constituting the violation or five (5) years after the violation.
(m) A person that has made, or has engaged in the performance of, a contract in violation of this act or a rule adopted or order issued under this act, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this act, may not base an action on the contract.
(n) A condition, stipulation, or provision binding a person purchasing or selling a security or receiving investment advice to waive compliance with this act or a rule adopted or order issued under this act is void.
(o) The rights and remedies provided by this act are in addition to any other rights or remedies that may exist, but this act does not create a cause of action not specified in this section or W.S. 17-4-411(e).
(a) A purchaser, seller, or recipient of investment advice may not maintain an action under W.S. 17-4-509 if:
(i) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:
(A) An offer stating the respect in which liability under W.S. 17-4-509 may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person's rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this act to be furnished to that person at the time of the purchase, sale, or investment advice;
(B) If the basis for relief under this section may have been a violation of W.S. 17-4-509(b), an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest at six percent (6%) per year from the date of the purchase, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest at six percent (6%) per year from the date of the purchase in cash equal to the damages computed in the manner provided in this subsection;
(C) If the basis for relief under this section may have been a violation of W.S. 17-4-509(c), an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest at six percent (6%) per year from the date of the sale; or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser's conduct that may have caused liability and interest at six percent (6%) per year from the date of the sale;
(D) If the basis for relief under this section may have been a violation of W.S. 17-4-509(d); and if the customer is a purchaser, an offer to pay as specified in subparagraph (B) of this paragraph; or, if the customer is a seller, an offer to tender or to pay as specified in subparagraph (C) of this paragraph;
(E) If the basis for relief under this section may have been a violation of W.S. 17-4-509(e), an offer to reimburse in cash the consideration paid for the advice and interest at six percent (6%) per year from the date of payment; or
(F) If the basis for relief under this section may have been a violation of W.S. 17-4-509(f), an offer to reimburse in cash the consideration paid for the advice, the amount of any actual damages that may have been caused by the conduct, and interest at six percent (6%) per year from the date of the violation causing the loss.
(ii) The offer under paragraph (i) of this subsection states that it must be accepted by the purchaser, seller, or recipient of investment advice within thirty (30) days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three (3) days, that the secretary of state, by order, specifies;
(iii) The offeror has the present ability to pay the amount offered or to tender the security under paragraph (i) of this subsection;
(iv) The offer under paragraph (i) of this subsection is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and
(v) The purchaser, seller, or recipient of investment advice that accepts the offer under paragraph (i) of this subsection in a record within the period specified under paragraph (ii) of this subsection is paid in accordance with the terms of the offer.
(a) The secretary of state shall administer this act.
(b) It is unlawful for the secretary of state or an officer, employee, or designee of the secretary of state to use for personal benefit or the benefit of others records or other information obtained by or filed with the secretary of state that are not public under W.S. 17-4-607(b). This act does not authorize the secretary of state or an officer, employee, or designee of the secretary of state to disclose the record or information, except in accordance with W.S. 17-4-602, 17-4-607(c), or 17-4-608.
(c) This act does not create or diminish a privilege or exemption that exists at common law, by statute or rule, or otherwise.
(d) The secretary of state may develop and implement investor education initiatives to inform the public about investing in securities, with particular emphasis on the prevention and detection of securities fraud. In developing and implementing these initiatives, the secretary of state may collaborate with public and nonprofit organizations with an interest in investor education. The secretary of state may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education initiatives. This subsection does not authorize the secretary of state to require participation or monetary contributions of a registrant in an investor education program.
(a) The secretary of state may:
(i) Conduct public or private investigations within or outside of this state which the secretary of state considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this act or a rule adopted or order issued under this act, or to aid in the enforcement of this act or in the adoption of rules and forms under this act;
(ii) Require or permit a person to testify, file a statement, or produce a record, under oath or otherwise as the secretary of state determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted; and
(iii) Publish a record concerning an action, proceeding, or an investigation under, or a violation of, this act or a rule adopted or order issued under this act if the secretary of state determines it is necessary or appropriate in the public interest and for the protection of investors.
(b) For the purpose of an investigation under this act, the secretary of state or his designated officer may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the secretary of state considers relevant or material to the investigation.
(c) If a person does not appear or refuses to testify, file a statement, produce records, or otherwise does not obey a subpoena as required by the secretary of state under this act, the secretary of state may refer the matter to the attorney general or district attorney, who may apply to the Wyoming district court or a court of another state to enforce compliance. The court may:
(i) Hold the person in contempt;
(ii) Order the person to appear before the secretary of state;
(iii) Order the person to testify about the matter under investigation or in question;
(iv) Order the production of records;
(v) Grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice;
(vi) Impose a civil penalty of not less than five thousand dollars ($5,000.00) and not greater than fifty thousand ($50,000.00) for each violation; and
(vii) Grant any other necessary or appropriate relief.
(d) This section does not preclude a person from applying to Wyoming district court or a court of another state for relief from a request to appear, testify, file a statement, produce records, or obey a subpoena.
(e) An individual is not excused from attending, testifying, filing a statement, producing a record or other evidence, or obeying a subpoena of the secretary of state under this act or in an action or proceeding instituted by the secretary of state under this act on the ground that the required testimony, statement, record, or other evidence, directly or indirectly, may tend to incriminate the individual or subject the individual to a criminal fine, penalty, or forfeiture. If the individual refuses to testify, file a statement, or produce a record or other evidence on the basis of the individual's privilege against self-incrimination, the secretary of state may apply to the Wyoming district court to compel the testimony, the filing of the statement, the production of the record, or the giving of other evidence. The testimony, record, or other evidence compelled under such an order may not be used, directly or indirectly, against the individual in a criminal case, except in a prosecution for perjury or contempt or otherwise failing to comply with the order.
(f) At the request of the securities regulator of another state or a foreign jurisdiction, the secretary of state may provide assistance if the requesting regulator states that it is conducting an investigation to determine whether a person has violated, is violating, or is about to violate a law or rule of the other state or foreign jurisdiction relating to securities matters that the requesting regulator administers or enforces. The secretary of state may provide the assistance by using the authority to investigate and the powers conferred by this section as the secretary of state determines is necessary or appropriate. The assistance may be provided without regard to whether the conduct described in the request would also constitute a violation of this act or other law of this state if occurring in this state. In deciding whether to provide the assistance, the secretary of state may consider whether the requesting regulator is permitted and has agreed to provide assistance reciprocally within its state or foreign jurisdiction to the secretary of state on securities matters when requested; whether compliance with the request would violate or prejudice the public policy of this state; and the availability of resources and employees of the secretary of state to carry out the request for assistance.
(a) If the secretary of state believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this act or a rule adopted or order issued under this act, the secretary of state may maintain an action in the Wyoming district court to enjoin the act, practice, or course of business and to enforce compliance with this act or a rule adopted or order issued under this act.
(b) In an action under this section and on a proper showing, the court may:
(i) Issue a permanent or temporary injunction, restraining order, or declaratory judgment;
(ii) Order other appropriate or ancillary relief, which may include:
(A) An asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the secretary of state, for the defendant or the defendant's assets;
(B) Ordering the secretary of state to take charge and control of a defendant's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property;
(C) Imposing a civil penalty up to five thousand dollars ($5,000.00) for a single violation or up to fifty thousand dollars ($50,000.00) for more than one (1) violation; an order of rescission, restitution, or disgorgement directed to a person that has engaged in an act, practice, or course of business constituting a violation of this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act; and
(D) Ordering the payment of prejudgment and post judgment interest.
(iii) Order such other relief as the court considers appropriate.
(c) The secretary of state may not be required to post a bond in an action or proceeding under this act.
(a) If the secretary of state determines that a person has engaged, is engaging or is about to engage in an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act or that a person has materially aided, is materially aiding, or is about to materially aid an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act, the secretary of state may:
(i) Issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this act;
(ii) Issue an order denying, suspending, revoking, or conditioning the exemptions for a broker-dealer under W.S. 17-4-401(b)(i)(D) or (F) or an investment adviser under W.S. 17-4-403(b)(i)(C); or
(iii) Issue an order under W.S. 17-4-205.
(b) An order under subsection (a) of this section is effective on the date of issuance. Upon issuance of the order, the secretary of state shall promptly serve each person subject to the order with a copy of the order and a notice that the order has been entered. The order must include a statement whether the secretary of state will seek a civil penalty or costs of the investigation, a statement of the reasons for the order, and notice that, within fifteen (15) days after receipt of a request in a record from the person, the matter will be scheduled for a hearing. If a person subject to the order does not request a hearing and none is ordered by the secretary of state within thirty (30) days after the date of service of the order, the order, which may include a civil penalty or costs of the investigation if a civil penalty or costs were sought in the statement accompanying the order, becomes final as to that person by operation of law. If a hearing is requested or ordered, the secretary of state, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination.
(c) If a hearing is requested or ordered pursuant to subsection (b) of this section, a hearing must be held pursuant to the Wyoming Administrative Procedure Act. A final order may not be issued unless the secretary of state makes findings of fact and conclusions of law in a record in accordance with the Wyoming Administrative Procedure Act. The final order may make final, vacate, or modify the order issued under subsection (a) of this section.
(d) In a final order under subsection (c) of this section, the secretary of state may impose a civil penalty up to five thousand dollars ($5,000.00) for a single violation or up to fifty thousand dollars ($50,000.00) for more than one (1) violation.
(e) In a final order, the secretary of state may charge the actual cost of an investigation or proceeding for a violation of this act or a rule adopted or order issued under this act.
(f) If a petition for judicial review of a final order is not filed in accordance with W.S. 17-4-609, the secretary of state may file a certified copy of the final order with the clerk of a court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court.
(g) If a person does not comply with an order under this section, the secretary of state may petition a court of competent jurisdiction to enforce the order. The court may not require the secretary of state to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not less than five thousand dollars ($5,000.00) but not greater than fifty thousand dollars ($50,000.00) for each violation and may grant any other relief the court determines is just and proper in the circumstances.
17-4-605. Rules, forms, orders, interpretative opinions, and hearings.
(a) The secretary of state may:
(i) Issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this act and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records;
(ii) By rule, define terms, whether or not used in this act, but those definitions may not be inconsistent with this act; and
(iii) By rule, classify securities, persons, and transactions and adopt different requirements for different classes.
(b) Under this act, a rule or form may not be adopted or amended, or an order issued or amended, unless the secretary of state finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this act. In adopting, amending, and repealing rules and forms, W.S. 17-4-608 applies in order to achieve uniformity among the states and coordination with federal laws in the form and content of registration statements, applications, reports, and other records, including the adoption of uniform rules, forms, and procedures.
(c) Subject to section 15(h) of the Securities Exchange Act and section 222 of the Investment Advisers Act of 1940, the secretary of state may require that a financial statement filed under this act be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or order issued under this act. A rule adopted or order issued under this act may establish:
(i) Subject to section 15(h) of the Securities Exchange Act and section 222 of the Investment Advisers Act of 1940, the form and content of financial statements required under this act;
(ii) Whether unconsolidated financial statements must be filed; and
(iii) Whether required financial statements must be audited by an independent certified public accountant.
(d) The secretary of state may provide interpretative opinions or issue determinations that the secretary of state will not institute a proceeding or an action under this act against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this act. A rule adopted or order issued under this act may establish a reasonable charge for interpretative opinions or determinations that the secretary of state will not institute an action or a proceeding under this act.
(e) A penalty under this act may not be imposed for, and liability does not arise from conduct that is engaged in or omitted in good faith believing it conforms to a rule, form, or order of the secretary of state under this act.
(f) A hearing in an administrative proceeding under this act must be conducted in public unless the secretary of state for good cause consistent with this act determines that the hearing will not be so conducted.
(a) The secretary of state shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this act or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this act or the predecessor act; and interpretative opinions or no action determinations issued under this act.
(b) The secretary of state shall make all rules, forms, interpretative opinions, and orders available to the public.
(c) The secretary of state shall control the availability and dissemination of records, including the records identified as public records in W.S. 17-4-607, pursuant to the requirements set forth in the Wyoming Public Records Act, W.S. 16-4-201 through 16-4-205.
(a) Except as otherwise provided in subsection (b) of this section, records obtained by the secretary of state or filed under this act, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for public examination.
(b) The following records are not public records and are not available for public examination under subsection (a) of this section:
(i) A record obtained by the secretary of state in connection with an audit or inspection under W.S. 17-4-411(d) or an investigation under W.S. 17-4-602;
(ii) A part of a record filed in connection with a registration statement under W.S. 17-4-301 and 17-4-303 through 17-4-305 or a record under W.S. 17-4-411(d) that contains trade secrets or confidential information if the person filing the registration statement or report has asserted a claim of confidentiality or privilege that is authorized by law;
(iii) A record that is not required to be provided to the secretary of state or filed under this act and is provided to the secretary of state only on the condition that the record will not be subject to public examination or disclosure;
(iv) A nonpublic record received from a person specified in W.S. 17-4-608(a); and
(v) Any social security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed; and
(vi) A record obtained by the secretary of state through a designee of the secretary of state that a rule or order under this act determines has been:
(A) Expunged from the secretary of state's records by the designee; or
(B) Determined to be nonpublic or nondisclosable by that designee if the secretary of state finds the determination to be in the public interest and for the protection of investors.
(c) If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in W.S. 17-4-608(a), the secretary of state may disclose a record obtained in connection with an audit or inspection under W.S. 17-4-411(d) or a record obtained in connection with an investigation under W.S. 17-4-602.
17-4-608. Uniformity and cooperation with other agencies.
(a) The secretary of state shall, in his discretion, cooperate, coordinate, consult, and, subject to W.S. 17-4-607, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the securities and exchange commission, the United States department of justice, the commodity futures trading commission, the federal trade commission, the securities investor protection corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking and insurance regulator, and a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.
(b) In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this act, the secretary of state shall, in its discretion, take into consideration in carrying out the public interest the following general policies:
(i) Maximizing effectiveness of regulation for the protection of investors;
(ii) Maximizing uniformity in federal and state regulatory standards; and
(iii) Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.
(c) The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:
(i) Establishing or employing one (1) or more designees as a central depository for registration and notice filings under this act and for records required or allowed to be maintained under this act;
(ii) Developing and maintaining uniform forms;
(iii) Conducting a joint examination or investigation;
(iv) Holding a joint administrative hearing;
(v) Instituting and prosecuting a joint civil or administrative proceeding;
(vi) Sharing and exchanging personnel;
(vii) Coordinating registrations under W.S. 17-4-301 and 17-4-401 through 17-4-404 and exemptions under W.S. 17-4-204;
(viii) Sharing and exchanging records, subject to W.S. 17-4-607;
(ix) Formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;
(x) Formulating common systems and procedures;
(xi) Notifying the public of proposed rules, forms, statements of policy, and guidelines;
(xii) Attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and
(xiii) Developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.
(a) W.S. 17-4-301, 17-4-302, 17-4-401(a), 17-4-402(a), 17-4-403(a), 17-4-404(a), 17-4-501, 17-4-506, 17-4-509, and 17-4-510 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state or the offer to purchase or the purchase is made and accepted in this state.
(b) W.S. 17-4-401(a), 17-4-402(a), 17-4-403(a), 17-4-404(a), 17-4-501, 17-4-506, 17-4-509, and 17-4-510 do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this state or the offer to sell or the sale is made and accepted in this state.
(c) For the purpose of this section, an offer to sell or to purchase a security is made in this state, whether or not either party is then present in this state, if the offer:
(i) Originates from within this state; or
(ii) Is directed by the offeror to a place in this state and received at the place to which it is directed.
(d) For the purpose of this section, an offer to purchase or to sell is accepted in this state, whether or not either party is then present in this state, if the acceptance:
(i) Is communicated to the offeror in this state and the offeree reasonably believes the offeror to be present in this state and the acceptance is received at the place in this state to which it is directed; and
(ii) Has not previously been communicated to the offeror, orally or in a record, outside this state.
(e) An offer to sell or to purchase is not made in this state when a publisher circulates or there is circulated on the publisher's behalf in this state a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this state, or that is published in this state but has had more than two-thirds (2/3) of its circulation outside this state during the previous twelve (12) months or when a radio or television program or other electronic communication originating outside this state is received in this state. A radio or television program, or other electronic communication is considered as having originated in this state if either the broadcast studio or the originating source of transmission is located in this state, unless:
(i) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state;
(ii) The program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this state for redistribution to the general public in this state;
(iii) The program or communication is an electronic communication that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television, or other electronic system; or
(iv) The program or communication consists of an electronic communication that originates in this state, but which is not intended for distribution to the general public in this state.
(f) W.S. 17-4-403(a), 17-4-404(a), 17-4-405(a), 17-4-502, 17-4-505, and 17-4-506 apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state.
(a) A consent to service of process complying with W.S. 17-4-611 required by this act must be signed and filed in the form required by a rule or order under this act. A consent appointing the secretary of state the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this act or a rule adopted or order issued under this act after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.
(b) If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this act or a rule adopted or order issued under this act and the person has not filed a consent to service of process under subsection (a) of this section, the act, practice, or course of business constitutes the appointment of the secretary of state as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.
(c) Service under subsection (a) or (b) of this section may be made by providing a copy of the process to the office of the secretary of state, but it is not effective unless:
(i) The plaintiff, which may be the secretary of state, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and
(ii) The plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the secretary of state in a proceeding before the secretary of state, allows.
(d) Service pursuant to subsection (c) of this section may be used in a proceeding before the secretary of state or by the secretary of state in a civil action in which the secretary of state is the moving party.
(e) If process is served under subsection (c) of this section, the court, or the secretary of state in a proceeding before the secretary of state, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.
If any provision of this act or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this act that can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.
17-4-613. Securities enforcement and compliance account; purposes.
(a) There is created the securities enforcement and compliance account. Funds within the account shall only be expended by legislative appropriation. All funds within the account shall be invested by the state treasurer and all investment earnings from the account shall be credited to the general fund.
(b) The secretary of state shall credit sixty percent (60%) of all fees collected by the secretary of state under this act to the general fund and the balance to the securities enforcement and compliance account. Annually, on July 1, monies within the account in excess of three hundred fifty thousand dollars ($350,000.00) in the securities enforcement and compliance account shall be credited to the general fund.
(c) The secretary of state may expend money within the account created in subsection (a) of this section as appropriated by the legislature to investigate, prosecute and otherwise ensure compliance with this act and to promote investor awareness which may include investment and antifraud publications and seminars.
(d) The secretary of state shall develop separately identifiable biennial expenditure requests using a base budget, standard budget and exception budget as provided in W.S. 9-2-1002 through 9-2-1014 for the purposes specified in this section and from the account created in subsection (a) of this section.
17-4-701. Application of act to existing proceeding and existing rights and duties.
(a) The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this act or may be instituted on the basis of conduct occurring before the effective date of this act, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five (5) years after the effective date of this act, whichever is earlier.
(b) All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this act had not been enacted. They are considered to have been filed, issued, or imposed under this act, but are exclusively governed by the predecessor act.
(c) The predecessor act exclusively applies to an offer or sale made within one (1) year after the effective date of this act pursuant to an offering made in good faith before the effective date of this act on the basis of an exemption available under the predecessor act.