2006 New York Code - Sale Of Insurance Securities.

 
    § 1204. Sale of insurance securities. (a) Subject to the provisions of
  subsection (e) hereof, no person, firm, association or corporation shall
  in  this state sell or propose to sell to the public any security issued
  by any insurer not authorized to  do  business  in  this  state,  unless
  licensed  to  do  so  under  this  section.  In  this  subsection and in
  subsection  (b)  hereof,  "insurer"  includes  any   corporation   whose
  securities  are  to  be sold or offered for sale (except by exchange for
  shares  or  assets  and  except  securities  issued  upon  a  merger  in
  conversion  of  securities  of  a merging company) primarily to acquire,
  organize or finance the operations of another insurer not authorized  to
  do  business  in  this  state  which  is, or as a result of applying the
  proceeds of such offering will be, a subsidiary of such corporation.
    (b) The superintendent may issue a license to a  named  person,  firm,
  association  or corporation to sell and propose to sell to the public in
  this state the specified securities of  a  specified  insurer  or  other
  company  subject  to  subsection  (a)  hereof.  The applicant for such a
  license shall submit a written application, subscribed by the  applicant
  and  affirmed  by  him  as  true  under  the  penalties  of  perjury and
  containing such information as the superintendent may require, including
  the following: the name, residence address,  business  address  in  this
  state  and  previous  business  experience  of the applicant and of such
  insurer  and  of  his  or  its  officers,  members  and  employees,  and
  information  as to their trustworthiness; a copy of every security to be
  offered for sale; a statement in detail as to  the  insurer's  financial
  condition,  plans  and  purposes, the amount and par value of securities
  and their selling price, the manner in which the proceeds of sale are to
  be used, the rate of commissions to be paid for the sale of  securities,
  the salaries to be paid to the insurer's officers, and the safeguards to
  be  provided against diversion of proceeds from such plans and purposes.
  Before issuing  any  such  license  the  superintendent  may  make  such
  examination  of the affairs of the proposed licensee and of such insurer
  as he deems expedient. The  superintendent  may  refuse  to  issue  such
  license,  or may after notice and hearing revoke such license, if in his
  judgment such refusal or revocation will best promote the  interests  of
  the  people  of this state. Such license shall be for a term of one year
  unless sooner revoked.   No license  to  sell  or  to  propose  to  sell
  securities  of  any foreign or alien insurer shall be issued unless such
  insurer is qualified to obtain a license to do an insurance business  in
  this  state or, in the case of a corporation described in subsection (a)
  hereof, unless the insurer subsidiary is so qualified.
    (c) No person, firm, association or corporation shall  in  this  state
  issue,  circulate  or  distribute any advertisement, circular, letter or
  other public announcement in connection with the sale or  proposed  sale
  to  the  public  in this state of any securities of any insurer unless a
  copy of such announcement has been filed  with  the  superintendent  and
  approved  by  him.  The superintendent may approve any such announcement
  if, after such examination or investigation as he sees fit, he finds  it
  is  not  false,  misleading  or  likely  to  deceive the public. In this
  subsection, "insurer" shall include any corporation whose securities are
  to be sold or offered for sale (except by exchange for shares or  assets
  and  other  than  securities  issued  upon  a  merger  in  conversion of
  securities of a merging  company)  primarily  to  acquire,  organize  or
  finance  the  operations  of another insurer which is, or as a result of
  applying the proceeds of such offering will be,  a  subsidiary  of  such
  corporation;  provided  that  examination  or  investigation of any such
  corporation shall be limited to matters relating to  the  operations  of
  the insurance subsidiary.
    (d) Every such license to sell or propose to sell the securities of an
  insurer  shall  state  conspicuously in bold-face type: "The issuance of
  this license by the superintendent of insurance of  New  York  does  not
  constitute  a  recommendation  of  these  securities."  No person, firm,
  association  or  corporation  shall represent that the superintendent or
  the insurance department or the state of New York  has  recommended  any
  securities  for  purchase.  The  superintendent  may  in  his discretion
  require the insertion in any public announcement to be approved  by  him
  of  a  statement that such approval does not constitute a recommendation
  of the securities therein referred to.
    (e) This section shall not apply to the selling or proposing  to  sell
  securities  after  one  year from the first date upon which the security
  was offered to the public in this state, except that subsections (c) and
  (d) hereof shall apply to any insurer authorized to do business in  this
  state and to any other corporation described in subsection (c) hereof.
    (f)  (1)  This  section  shall not apply to annuities or agreements to
  provide for annuities issued or to be issued by  an  authorized  insurer
  pursuant to section four thousand two hundred forty of this chapter.
    (2)  The  superintendent  may  by order or regulation exempt any other
  security or class thereof from all or part of this section on such terms
  and  conditions  as  he  deems  appropriate  upon  a  finding  that  its
  application thereto is not necessary to protect the public.