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Tennessee Code Title 48. Corporations and Associations § 48-1-108

Current as of January 02, 2024 | Updated by Findlaw Staff

(a) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the commissioner finds that:

(1) The order is in the public interest; and

(2)(A) The registration statement, or any amendment under § 48-1-107 (as of its effective date or as of the date of an order denying effectiveness), or any report under § 48-1-107(h) includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading;

(B) Any provision of this part or any rule, order or condition lawfully imposed under this part has been willfully violated in connection with the offering by:

(i) The person filing the registration statement;

(ii) The issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling, controlled by, or under common control with the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or

(iii) Any underwriter;

(C) The security registered or sought to be registered is the subject of an administrative stop order or similar order or a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal or state act applicable to the offering; provided, that the commissioner may not:

(i) Institute a proceeding against an effective registration statement under this subdivision (a)(2)(C) more than one (1) year from the date of the order or injunction relied on; or

(ii) Enter an order under this subdivision (a)(2)(C) on the basis of an order or injunction entered under any other state act, unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this section;

(D) The issuer's enterprise or method of business includes or would include activities which are illegal where performed;

(E) The offering has worked or tended to work a fraud upon purchasers or would so operate;

(F) When a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by § 48-1-105(b)(4); or

(G) The applicant or registrant has failed to pay the proper filing fee; provided, that the commissioner may enter only a denial order under this subdivision (a)(2)(G) and the commissioner shall vacate any such order when the deficiency has been corrected.

(b) No order may be entered under any part of this section without full compliance with § 48-1-116. Upon issuance of an order under this section, the commissioner shall give notice of the issuance of such order and of the reasons therefor and opportunity for hearing by personal service or by certified mail, return receipt requested, to the addressee's last known business mailing address. The commissioner shall vacate or modify the order at any time for good cause or if such registration statement or prospectus has been filed or amended in accordance with such order.

(c) The commissioner may not institute a stop order proceeding against an effective registration statement on the basis of a fact or transaction known to the commissioner when the registration statement became effective, unless the proceeding is instituted within the thirty (30) days immediately following the date the registration statement became effective.

(d) In any case in which the commissioner is authorized to issue a stop order denying, suspending or revoking the effective registration of the securities of an issuer, the commissioner may impose a fine of five thousand dollars ($5,000) upon the issuer of such securities for all violations arising from any single transaction.

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Cite this article: FindLaw.com - Tennessee Code Title 48. Corporations and Associations § 48-1-108 - last updated January 02, 2024 | https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-1-108/

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