2012 Connecticut General Statutes
Title 36b - Connecticut Securities Law and Business Opportunity Investment Act
Chapter 672a - Uniform Securities Act
Section 36b-4 - (Formerly Sec. 36-472). Prohibited activities re the offer, sale or purchase of any security. Regulations.


CT Gen Stat § 36b-4 (2012) What's This?

(a) No person shall, in connection with the offer, sale or purchase of any security, directly or indirectly: (1) Employ any device, scheme or artifice to defraud; (2) make any untrue statement of a material fact or 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) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

(b) No person shall, in connection with the offer, sale or purchase of any security, directly or indirectly engage in any dishonest or unethical practice.

(c) No person shall, in connection with the offer, sale or purchase of any security, directly or indirectly use a certificate, professional designation or form of advertising expressing or implying that such person has special training, education or experience in advising or serving senior citizens, unless such person has obtained a certificate, title or designation through completion of a course of study (1) resulting in the awarding of an academic degree to such person that is from an accredited institution of higher education and is in a field related to the activity described in this subsection, as determined by the commissioner, provided the certificate, title or designation is not used in an untrue, deceptive, misleading or false manner, or (2) that is in a field related to the activity described in this subsection, as determined by the commissioner, and is provided by an organization accredited by the American National Standards Institute or the National Commission for Certifying Agencies, an organization recognized as an accrediting agency by the United States Department of Education pursuant to the Higher Education Act of 1965, 20 USC 1099b, as amended from time to time, or any other organization approved by the commissioner provided the certificate, title or designation is not used in an untrue, deceptive, misleading or false manner.

(d) The commissioner may adopt regulations, in accordance with the provisions of chapter 54, to implement the provisions of this section.

(P.A. 77-482, S. 3; P.A. 96-192, S. 2; P.A. 09-174, S. 1.)

History: Sec. 36-472 transferred to Sec. 36b-4 in 1995; P.A. 96-192 added Subsec. (b) to prohibit dishonest or unethical practices; P.A. 09-174 made a technical change in Subsec. (a), added Subsec. (c) re use of certificate, designation or advertising expressing or implying special training, education or experience in advising senior citizens and added Subsec. (d) re adoption of regulations, effective July 1, 2009.

Cited. 233 C. 304; 235 C. 465; 242 C. 17.

Cited. 44 CS 72.

Annotations to present section:

A person who aids and abets another’s fraudulent conduct in connection with a securities transaction is not in violation of section. 233 C. 304. Cited. Id., 352; 235 C. 465; 242 C. 17.

Section corresponds to Sec. 101 of Uniform Securities Act of 1956, and court may look to interpretations of that act, and interpretations of rule 10b-5 of the Securities and Exchange Commission at the time act was adopted, in interpreting analogous language in statutes; solicitation to buy a security qualified as an “offer” under Sec. 36b-3(16)(B). 137 CA 800.

Cited. 44 CS 72.

Subsec. (a):

Neither the federal Securities Act, 15 USC 77a et seq., nor the Securities and Exchange Commission’s regulation D, 17 CFR 230.501 et seq., preempts or precludes Banking Commissioner from enforcing state fraud statutes. 113 CA 198.

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