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292.415 Claim of exemption -- Effect of failure to file.
(1)
(2)
(3)
(4)
(5)
Before any security may be issued as an exempt security under KRS 292.400(9) or
(12), a claim of exemption must first be filed with the commissioner and the
commissioner by order shall not have determined that the exemption is unavailable
within the next ten (10) full business days. A claim of exemption filed under this
section shall be in such form and contain such information as the commissioner by
rule or order requires and each offering shall be effective for a maximum of twelve
(12) consecutive months unless the commissioner by rule or order extends such
period of time, not to exceed five (5) years.
The issuer may make offers, but not sales, before and during the ten (10) business
day period required by subsection (1) of this section, if:
(a) Each prospective purchaser is advised in writing that the offer is preliminary
and subject to material change; and
(b) No enforceable offer to purchase the securities may be made by a prospective
purchaser, and no consideration in any form may be accepted or received,
directly or indirectly, from a prospective purchaser, before the termination of
the ten (10) business day period and any order disallowing the exemption has
been vacated.
The commissioner may, by rule or order, prohibit offers by a particular class of
issuers before the expiration of the ten (10) business day period required by
subsection (1) of this section, or may require issuers to comply with additional
conditions and requirements prior to making offers before the expiration of the
period, if appropriate in furtherance of the intent of this chapter.
The commissioner may issue a stop order denying effectiveness to, or suspending or
revoking the effectiveness of an exemption, if the commissioner finds that the order
is in the public interest and that any security has been or is about to be offered or
sold in violation of this section. If the commissioner finds it appropriate in the
public interest or necessary for the protection of investors, the commissioner may
order any issuer in violation of this section to make an offer of rescission.
Failure by any person to file a claim of exemption under this section shall not give
rise to a private right of action under KRS 292.330(1), 292.340, or 292.480 which
would not otherwise be available under the provisions of this chapter.
Any person who fails to file a claim of exemption under this section, unless he or
she does so intentionally, shall not be subject to KRS 292.991.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 870, effective July 15, 2010. -- Amended
1998 Ky. Acts ch. 20, sec. 14, effective July 15, 1998. -- Amended 1994 Ky. Acts
ch. 165, sec. 13, effective July 15, 1994. -- Amended 1982 Ky. Acts ch. 346, sec. 8,
effective July 15, 1982. -- Created 1980 Ky. Acts ch. 368, sec. 6, effective July 15,
1980.
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