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Ohio Securities Bulletin a Quarterly Publication of the Ohio Division of Securities

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Ohio Securities Bulletin a Quarterly Publication of the Ohio Division of Securities OHIO SECURITIES BULLETIN A QUARTERLY PUBLICATION OF THE OHIO DIVISION OF SECURITIES Bob Taft Lt. Governor Jennette Bradley Deborah L. Dye Joyce Governor of Ohio Director of Commerce Commissioner of Securities Lt. Governor Bradley Joins In Signing of H.B. 7 On June 17, 2003, Lieutenant Gover- securities fraud and to punish white-collar nor Jennette Bradley, Director of the De- criminals who commit such fraud.” partment of Commerce, joined Governor OHIO Bob Taft in the signing of House Bill 7. As described in the article that appears DEPARTMENT OF Also present were Attorney General Jim below, H.B. 7 provides investor protections Petro and State Representative Mary Tay- by strengthening a number of standards COMMERCE lor, the bill’s sponsor. H.B. 7 is a corporate pertaining to registration of securities with DIVISION OF and securities law reform measure designed the Division. New enforcement tools in- to enhance investor confidence in the secu- clude: authority for the Division to seek SECURITIES rities marketplace. restitution for victims in certain situations; http://www.securities.state.oh.us lengthened statutes of limitations; and in- Upon the signing of the bill, the Lieu- creased penalties for theft. A more detailed tenant Governor stated: “As Director of the description of H.B. 7 was contained in the Department of Commerce, I am very last edition of the Ohio Securities Bulletin, pleased with these new investor protections issue 2002:4, which is accessible through and enforcement provisions that will en- the Division’s website at http:// hance the Division’s regulatory authority.” www.securities.state.oh.us/Bulletin/ She further commented that: “These added BUL024.pdf. provisions to the Ohio Securities Act will give the Division, as well as prosecutors, a Pages 3 and 4 of this edition of the greater array of tools to hopefully reduce Bulletin contain a chart that lists each sec- the number of people who fall victim to continued on page 2 Ohio Securities Bulletin Division Merit Guidelines Codified in Corporate-Securities Reform Bill Issue 2003:1-2 (Combined Issue) by Michael P. Miglets Table of Contents H.B. 7 signed by Governor Taft on The Division has long followed a policy June 17, 2003 will create a new section of of not registering blank check/blind pool Lt. Governor Jennette Bradley ..................... 1 the Ohio Securities Act that incorporates offerings under the “grossly unfair” stan- Merit Guidelines Codified .. ........................ 1 three of the Division’s longstanding merit dard of R.C. 1707.13 due to the lack of guidelines for registered offerings of secu- disclosure to investors, the potential for ORC Changes/Chart.................................... 3 rities. The legislation will be effective on conflicts of interest with insiders of the Division Rule Initiatives............................... 5 September 16, 2003. As R.C. 1707.13 issuer, and a long history of fraud and authorizes the Division to suspend securi- abuses by promoters. Blank check/blind Transactions by Description: First Review ... 5 ties offerings that are made on “grossly pool offerings are securities offerings where Enforcement Reports/Criminal Updates ...... 7 unfair terms,” over the years the Division the issuer does not specify the use of pro- Securities Conference 2003 ........................ 12 has released a number of merit guidelines ceeds or have a business plan other than to to give guidance to practitioners structur- acquire an unidentified company, or com- Division Publications...................................13 1 ing securities offerings. The new R.C. panies, through a merger. There is no Capital Formation and 1707.131 incorporates the Division’s merit disclosure to the investor on the type of Registration Statistics ................................. 14 guidelines prohibiting blank check/blind companies to be acquired, the risks, or the Licensing Statistics ..................................... 14 pool offerings and limiting insider transac- terms. Under new R.C. 1707.131(B), the tions and loans. With the enactment of Division shall refuse any blank check/blind Bulletin Pilot Project...................................16 R.C. 1707.131, practitioners will be put pool offering to be registered by descrip- on further notice of the merit standards for tion, qualification or coordination.2 While registered securities offerings in Ohio. continued on page 2 Ohio Securities Bulletin 2003:1-2 The Ohio Department of Commerce is an equal opportunity employer and service provider.1 Bradley nies in the Sarbanes-Oxley Act, R.C. continued from page 1 1707.131 (C)(2) provides that the Division Endnotes may require outstanding loans to officers, tion of the Revised Code changed by H.B. directors, five percent shareholders, man- 1The Division’s merit guidelines may be 7, a brief description of the change, and agers, general partners, and trustees be re- found at http:www.securities.state.oh.us/ (where applicable) a reference to the analo- paid within six months of the offering. Rules/Existing_Guidelines. gous provision of the Sarbanes-Oxley Act. There is an exception for loans and exten- 2 R.C. 1707.06, 1707.08, 1707.09 and The changes made by H.B. 7 take effect sions of credit by a bank as these transac- 1707.091. September 16, 2003. tions are subject to review by state and 3 Any current agreements or contracts with federal banking authorities.5 insiders must be disclosed to investors. See Reform Bill Ohio Administrative Code 1301:6-3- continued from page 1 The Division may require that any 06(D)(10) and 1301:6-3-09(D) and Item future loans to insiders be for a bona fide 404 of Regulation S-B. R.C. 1707.131(B) only applies to of- business purpose and approved by a major- 4 Partnership loans are not covered under ferings where the Division receives a regis- ity of the disinterested directors, five per- the Division’s merit guidelines. State- tration application, practitioners should cent shareholders, managers, trustees or ments of Policy adopted by the North note that Rule 504 of Regulation D and the general partners. For public companies, the American Securities Administrators Asso- model accredited investor exemption in Division may require confirmation that the ciation, Inc. (“NASAA”) for direct partici- R.C. 1707.03(Y) are not available for blank loan is permitted under the Sarbanes-Oxley pation programs cover loans and other 6 check blind pool offerings. Act. R.C. 1707.131(C)(2) will apply only transactions with general partners. See to offerings registered with the Division. As NASAA Statements of Policy for Com- For transactions with insiders, the with insider transactions, loans by issuers modity Pool Programs, Oil and Gas Pro- Division’s merit guidelines have required relying on exemptions under the Ohio Se- grams, Real Estate Programs and Equip- disclosure that any future transactions with curities Act will be subject to the fraud ment Programs. insiders be on terms no less favorable to the prohibitions and general fiduciary duties. 5 “Bank” is defined in R.C. 1707.01(O) to issuer than could be obtained from third include banks, trust companies, savings parties.3 The purpose of the merit guide- With the prohibition against blank and loan associations, savings banks and line was to insure that transactions with check/blind pool offerings, R.C. 1707.131 credit unions incorporated or organized insiders were fair to the issuer and investors. extends investor protection under the Ohio under the laws of the United States, any Under R.C. 1707.131(C)(1), the Division Securities Act. With the codification of the state of the United States, Canada, or an may require disclosure in the final prospec- Division’s merit guidelines on insider trans- Canadian province. tus, offering circular or Form U-7 that any action and loans, investor protection is ex- 6 Section 13(k) of the Securities Ex- future transactions with officers, directors, tended to a wide range of offerings not change Act of 1934, 116 Stat. 787, 15 five percent shareholders, managers, trust- covered under the Sarbanes-Oxley Act. U.S.C.A. 78m, as amended. ees, or general partners will be on terms no less favorable to the issuer than could be OHIO SECURITIES BULLETIN obtained from an independent third party. Desiree T. Shannon, Esq., Editor R.C. 1707.131(C)(1) will apply only to offerings registered by description, qualifi- The Ohio Securities Bulletin is a quarterly publication of the Ohio Department of Commerce, Division of Securities. The primary purpose of the Bulletin is to (i) provide commentary on timely or cation and coordination. For example, an timeless issues pertaining to securities law and regulation in Ohio, (ii) provide legislative updates, (iii) issuer relying on the self-executing exemp- report the activities of the enforcement section, (iv) set forth registration and licensing statistics and (v) tion under R.C. 1707.03(O) would not be provide public notice of various proceedings. subject to R.C. 1707.131(C)(1), but the The Division encourages members of the securities community to submit for publication articles on timely or timeless issues pertaining to securities law and regulation in Ohio. If you are interested in submitting an issuer would need to disclose material trans- article, contact the Editor for editorial guidelines and publication deadlines. The Division reserves the right to actions under the fraud prohibitions of the edit articles submitted for publication. Ohio Securities Act and the general fidu- Portions of the Ohio Securities Bulletin may be reproduced without permission if proper ciary duties and prohibitions against self- acknowledgement is given. dealing under corporate law would apply. Ohio Division of Securities The Division’s merit guidelines on 77 South High Street, 22nd Floor • Columbus, Ohio 43215-6131 insider loans require that outstanding loans http://www.securities.state.oh.us be repaid within six months of the offering All listings are area code (614) and any future loans be for a bona fide business purpose and approved by a major- Receptionist .....................
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