Massachusetts Statutes

Section 409. (a) Any person who willfully violates any provision of this chapter except section 404, or who willfully violates any rule or order under this chapter, or who willfully violates section 404 knowing the statement made to be false or misleading in any material respect,…

Section 410. (a) Any person who (1) offers or sells a security in violation of section 201(a), 301, or 405(b), or of any rule or order under section 403 which requires the affirmative approval of sales literature before it is used, or of any condition imposed under section 303(d)…

Section 411. (a) Any person aggrieved by a final decision of the secretary in an adjudicatory proceeding may obtain judicial review pursuant to section fourteen of chapter thirty A. (b) The commencement of proceedings under subsection (a) does not, unless specifically ordered by …

Section 412. (a) The secretary may from time to time make, amend, and rescind such rules, forms, and orders as are necessary to carry out the provisions of this chapter, including rules and forms governing registration statements, applications, and reports, and defining any terms…

Section 413. (a) A document is filed when it is received by the secretary. (b) The secretary shall keep a register of all notice filings made under subsection (b) of section 202 and section 306 and all applications for registration and registration statements which are or have ev…

Section 414. (a) Sections 101, 201(a), 301, 405, and 410 apply to persons who sell or offer to sell when (1) an offer to sell is made in the commonwealth, or (2) an offer to buy is made and accepted in the commonwealth. (b) Sections 101, 201(a), and 405 apply to persons who buy o…

Section 415. This chapter shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it and to coordinate the interpretation and administration of this chapter with the related federal regulation.

Section 416. This chapter may be cited as the Uniform Securities Act.

Section 417. If any provision of this chapter or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this …

Section 1. As used in this chapter the following words shall, unless the context otherwise requires, have the following meanings:— ''Affiliate of an offeror'', any person controlling, controlled by, or under common control with an offeror. ''Associate of an offeror'', (1) Any cor…

Section 10. (a) The secretary may, pursuant to section four hundred and twelve of chapter one hundred and ten A prescribe reasonable rules and regulations or issue orders with respect to particular situations: (1) Defining any terms used in this chapter including fraudulent, evas…

Section 11. If the offeror or a target company is an insurance company subject to regulation under chapter one hundred and seventy-five to chapter one hundred and seventy-five C, inclusive, the commissioner of insurance shall for all purposes of this section be substituted for th…

Section 12. This chapter does not apply when:— (a) The offeror or the target company is a public utility or a public utility holding company as defined in section two of the ''Public Utility Holding Company Act of 1935'', 15 U.S.C. 79, as amended, and the take-over bid is subject…

Section 13. The provisions of this chapter are severable and if any such provision or the application of such provision to any person or circumstances shall be held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitu…

Section 2. No offeror shall make a take-over bid unless he announces publicly the terms of the proposed take-over bid, files with the secretary and the target company, on the date of the commencement of the take-over bid, copies of all information required by section four, and pa…

Section 3. No offeror shall make a take-over bid if he and his associates and affiliates are directly or indirectly the beneficial owners of five per cent or more of the issued and outstanding equity securities of any class of the target company, any of which were purchased withi…

Section 4. The information to be filed by the offeror with the secretary and the target company pursuant to section two shall include:— Copies of all prospectuses, brochures, advertisements, circulars, letters, or other matter by means of which the offeror proposes to disclose to…

Section 5. Copies of all advertisements, circulars, letters or other solicitation materials published by the offeror or the target company on or after the date that the take-over bid may be made in accordance with section two shall be filed with the secretary and delivered by the…

Section 6. Any hearing pursuant to this section shall be commenced within twenty days of the date a filing is made pursuant to section two. Adjudications made pursuant to this section shall be made within forty-five days after such filing and pursuant to section four hundred and …

Section 7. It is unlawful for any offeror or target company or any affiliate or associate of an offeror or target company or any broker-dealer acting in behalf of an offeror or target company to make any untrue statement of a material fact or to conceal any material fact in order…

Section 8. If the offeror or the target company is a banking corporation subject to regulation by the commissioner of banks, or a public utility corporation subject to regulation by the department of public utilities or the department of telecommunications and cable, the secretar…

Section 9. (a) Any offeror who purchases a security in connection with a take-over offer in violation of this chapter shall be liable to the person selling the security to him who may sue either at law or in equity. In an action for rescission the seller shall be entitled to reco…

Section 1. As used in this chapter, the following words, unless the context clearly requires otherwise, shall have the following meanings:— (a) ''Associate'', any person who directly or indirectly controls or is controlled by, or is under common control with, a person who is acti…

Section 2. (a) If the articles of organization or by-laws of an issuing public corporation provide, at the time of any control share acquisition which occurs prior to January first, nineteen hundred and eighty-eight, that this chapter shall apply to control share acquisitions of …

Section 3. Any person who has made a control share acquisition or has made a bona fide written offer to make a control share acquisition may deliver to the issuing public corporation, personally or by registered or certified mail at its principal office, a control share acquisiti…

Section 4. (a) If the person delivering the control share acquisition statement so demands in writing contemporaneously with the delivery of such control share acquisition statement, the board of directors of the issuing public corporation, within ten days after the receipt of th…

Section 5. Shares acquired in a control share acquisition shall have the same voting rights as all other shares of the same class or series of the issuing public corporation only to the extent authorized by vote of the stockholders of the issuing public corporation at any annual …

Section 6. (a) The articles of organization or by-laws of an issuing public corporation, by provision effective at the time of the occurrence of a control share acquisition, may authorize the redemption, at the option of such corporation but without requiring the agreement of the…

Section 7. Unless otherwise expressly provided in an issuing public corporation's articles of organization or by-laws in effect at the time of a control share acquisition of shares of such corporation, if voting rights are authorized for shares acquired in such control share acqu…

Section 8. To the extent that this chapter is inconsistent with chapter 156D, 164 or 182, the provisions of this chapter shall govern. No provisions of this chapter shall be deemed to limit the power of an association or trust to amend its instrument or declaration of trust to th…

Section 1. As used in this chapter, the following words, unless the context clearly requires otherwise, shall have the following meanings:— (a) ''Associate'', any person who directly or indirectly controls, or is controlled by, or is under common control with, a person or who is …

Section 2. (a) If the charter or bylaws of an issuing public corporation provide, at the time of a control share acquisition, that this chapter applies to control share acquisitions of shares of such corporation, shares of such corporation acquired in such control share acquisiti…

Section 3. Any person who has made a control share acquisition or has made a bona fide written offer to make a control share acquisition may deliver to the issuing public corporation, personally or by registered or certified mail at its principal office, a control share acquisiti…

Section 4. (a) If the person delivering the control share acquisition statement so demands in writing contemporaneously with the delivery of such control share acquisition statement, the board of directors of the issuing public corporation, within ten days after the receipt of th…

Section 5. Shares acquired in a control share acquisition shall have the same voting rights as all other shares of the same class or series of the issuing public corporation only to the extent authorized by vote of the stockholders of the issuing public corporation at any annual …

Section 6. If the jurisdiction under the laws of which an issuing public corporation is organized has adopted or adopts any law which expressly limits, restricts or otherwise affects the voting rights of any person in the event that such person acquires or proposes to acquire sha…

Section 7. No provisions of this chapter shall be deemed to limit the power of an association or trust to amend its instrument or declaration of trust to the extent otherwise lawful.

Section 1. A corporation shall not engage in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder, unless: (a) prior to such date the board of directors of the corporation ap…

Section 2. The restrictions contained in section one shall not apply if: (a) the corporation's original articles of organization contain a provision expressly electing not to be governed by this section; (b) the corporation, by action of its board of directors, adopts an amendmen…

Section 3. As used in this chapter, the following words, unless the context clearly requires otherwise, shall have the following meanings:— (a) ''Affiliate'', a person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under commo…

Section 4. No provision of a corporation's articles of organization or by-laws shall require, for any vote of stockholders required by this chapter, a greater vote of stockholders than that specified in this chapter.

Section 1. This chapter may be cited as ''The Uniform Electronic Transactions Act''.

Section 10. If a change or error in an electronic record occurs in a transmission between parties to a transaction, the following rules shall apply:— (1) If the parties have agreed to use a security procedure to detect changes or errors and one party has conformed to the procedur…

Section 11. If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by…

Section 12. (a) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record which:— (1) accurately reflects the information set forth in the record after it was first generated in its final form as an electronic record or otherwise;…

Section 13. In a legal proceeding, evidence of a record or signature may not be excluded solely because it is in electronic form.