Title 49, Title 49: SALE OF SECURITIES

49:3-63 Filing of materials distributed to prospective investors. 16. The bureau chief may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distr…

49:3-64 Issuance of stop order. 17. (a) The bureau chief may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he finds: (1) that the order is in the public interest: and (2) that: (i) The registration state…

49:3-65 Handling of filed documents. 18. (a) A document is filed when it is received in completed form by the bureau; (b) The bureau shall keep a register of all applications for registration and registration statements which are or have ever been effective under this act and all…

49:3-66 Administration of act. 19. (a) This act shall be administered by the Bureau of Securities in the Division of Consumer Affairs of the Department of Law and Public Safety. The principal executive officer of the bureau shall be a chief who is appointed by and serves at the p…

49:3-66.1 Continuation of "Securities Enforcement Fund," fees, annual accounting of transactions. 15. The "Securities Enforcement Fund" in the Division of Consumer Affairs of the Department of Law and Public Safety shall continue as a nonlapsing, revolving fund. All fees, penalti…

49:3-67 Rules, forms, orders from bureau chief. 20. (a) The bureau chief may from time to time make, amend and rescind such rules, forms and orders as are reasonably necessary to carry out the provisions of this act, including rules and forms governing applications and reports, a…

49:3-68 Powers of bureau chief. 21. (a) The bureau chief in his discretion (1) may make such private investigations within or outside of this State as he deems necessary to determine whether any person has violated or is about to violate any provision of this act or any rule or o…

49:3-68.1 Restraints ordered by bureau chief. 26. (a) In case of contumacy by, or refusal to obey a subpoena or order issued to, any person, the bureau chief may, in his discretion, summarily order restraints on the issuance, sale, offer for sale, purchase or offer to purchase, p…

49:3-69 Enforcement actions by bureau chief. 22. (a) If it appears to the bureau chief that any person has, or directly or indirectly controls another person who has engaged in, is engaging in, or is about to engage in any act or practice constituting a violation of any provision…

49:3-70 Violations, penalties. 23. (a) Any person who knowingly violates any provision of this act, except section 7 or 13 of P.L.1967, c.93 (C.49:3-54 or C.49:3-60), or who knowingly violates any rule or order under this act, or who willfully violates section 7 of P.L.1967, c.93…

49:3-70.1 Violations, civil penalties. 29. Any person who violates any of the provisions of this act or who violates any rule or order under this act, shall be liable for the first violation to a penalty of not more than $10,000; for a second violation to a penalty of not more th…

49:3-71 Action for deceit; liability. 24. (a) Any person who (1) Offers, sells or purchases a security in violation of subsection (b) of section 8, subsection (a) of section 9 or section 13 of P.L.1967, c.93 (C.49:3-55, 49:3-56, or 49:3-60), or (2) Offers, sells or purchases a se…

49:3-72 Nonapplicability of act. 25. No provision of this act imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form or order of the bureau chief, notwithstanding that the rule, form or order may later be amended or rescinded or …

49:3-73 Consent to bureau chief as attorney for service of process. 26. (a) Every broker-dealer, agent or investment adviser applicant for registration under this act and every issuer who is required to file with the bureau to claim an exemption from registration or to register a…

49:3-75 Construction of act. 28. This act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact similar laws and to co-ordinate the interpretation and administration of this act with related federal regulations. The bureau …

49:3-76. Severability of provisions If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the law which can be given effect without the invalid provision or applic…

49:3-77 Information provided to prospective investors. 1. In order for a transaction to meet the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer seeking to offer securities that meet those requirements and the Internet site …

49:3-78 Agreements relative to exempted transaction. 2. For any exempted transaction which meets the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer shall execute an escrow agreement with a bank, savings bank, savings and lo…

49:3-79 Promulgation of legend, investor certification. 3. a. The bureau shall promulgate a legend that the issuer shall be required to provide to all prospective investors in exempted securities offered pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 …

49:3-80 Requirements for Internet site. 4. The following requirements apply to an Internet site through which an issuer offers or sells securities exempted pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50): a. The Internet site operator shall…

49:3-81 Quarterly report to investors. 5. An issuer of securities exempted pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50) shall provide, free of charge, a quarterly report to the issuer's investors. An issuer may satisfy the reporting requ…

49:3-82 Criteria for disqualifying issuers from claiming exemption. 6. The bureau shall establish by regulation criteria for disqualifying issuers of securities from claiming the exemption from registration pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.…

49:3-83 Regulations. 7. The bureau chief, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), may adopt regulations to effectuate the purposes of P.L.2015, c.128 (C.49:3-77 et al.) and to comply with the requirements of applicable federal law; ex…

49:3-84 Short title. 1. This act shall be known and may be cited as the "Safeguarding Against Financial Exploitation Act." L.2019, c.340, s.1.

49:3-85 Definitions relative to financial exploitation of vulnerable adults. 2. As used in this act: "Applicable county adult services provider" means the county adult services provider that services the county of residence of the eligible adult. "County adult protective services…

49:3-86 Notification to bureau, county adult protective services provider. 3. a. If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, the broker-dealer or investment advis…

49:3-87 Notification of certain third party. 4. a. If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, a qualified individual shall notify any third party previously desi…

49:3-88 Delay of transaction, disbursement. 5. a. A broker-dealer or investment adviser may delay a transaction in connection with, or a disbursement from, an account of an eligible adult or an account on which an eligible adult is a beneficiary if: (1) the qualified individual r…

49:4-1. Security; governing instrument defined As used in this act: a. "Security" and "securities" includes (1) bonds, debentures, notes and all other instruments and writings, however designated, evidencing an obligation to pay money; (2) interest coupons pertaining to the foreg…

49:4-2. Shredding in lieu of cremation or incineration Whenever any governing instrument requires the destruction by cremation or incineration of any cancelled security, such destruction may, in lieu of such cremation or incineration, be effected by shredding notwithstanding the …

49:5-1. Short title This act shall be known and may be cited as the "New Jersey Corporation Takeover Bid Disclosure Law." L.1977, c. 76, s. 1, eff. April 27, 1977.

49:5-10. Voting of securities; restrictions No security of a target company acquired pursuant to a takeover bid in contravention of the provisions of this act or of any rule, regulation or order issued by the bureau chief hereunder may be voted at any shareholders' meeting, or ma…

49:5-11. Promulgation of regulations a. This act shall be administered by the Chief of the Bureau of Securities in the Division of Consumer Affairs in the Department of Law and Public Safety, who may promulgate regulations necessary to carry out the purposes of this act, includin…

49:5-12. Injunctions a. Whenever it appears to the bureau chief that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this act or any regulation or order adopted under this act, the bureau chief may investigate and i…

49:5-13. Criminal penalties a. Any person who makes a takeover offer involving a target company without a disclosure statement required under section 3, may be imprisoned for a period not to exceed 1 year, or fined an amount not to exceed $10,000.00 or both. b. Any person who, in…

49:5-14. Civil penalties 14. Civil Penalties. In addition to any other sanctions herein or otherwise provided by law, the bureau chief, upon notice and hearing, may impose a penalty not exceeding $10,000.00 for any violation of this act or of any rule or regulation duly issued he…

49:5-15. Rights and remedies a. Any offeror who purchases an equity security in connection with a takeover offer not in compliance with this act or by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statemen…

49:5-16. Conflict with other laws All laws and parts of laws of this State inconsistent with this act are hereby superseded with respect to matters covered by this act; provided, however, that, nothing contained herein shall limit the power of the State to proceed against any per…

49:5-17. Appeals procedure; judicial review; in lieu of prerogative writ a. Any person aggrieved by any act, determination, rules, regulation, or order or any other action of the bureau chief pursuant to this act may appeal to the Appellate Division of Superior Court. b. The fili…

49:5-18. Severability clause If any provision of this act, or any application of any provision, is held invalid, the invalidity shall not affect other applications of the provision, or other provisions of the act, which reasonably can be given effect despite the invalidity. L.197…

49:5-19. Application of Takeover Bid Disclosure Law a. If the target company is a financial institution subject to regulation by the Commissioner of Banking, or a public utility corporation subject to regulation by the Board of Public Utility Commissioners, or a transportation co…

49:5-2. Definitions As used in this act, the following terms shall have the respective meanings hereinafter set forth, unless the context shall otherwise require: a. An "associate" of a person means: (1) Any corporation or other organization of which such person is an officer, di…

49:5-3. Disclosure a. Filing requirements. No offeror shall make a takeover bid unless at least 20 days before such takeover bid is made such offeror has filed with the bureau and has sent by certified mail to the target company at its principal office a statement containing the …

49:5-4. Permission to proceed; hearings a. The bureau chief shall permit any takeover bid referred to in subsection a of section 3 of this act unless after a public hearing thereon, referred to in subsection b. of this section, he finds that: (1) The financial condition of the of…

49:5-5. Mailing shareholders; payment of expenses To the extent permitted by applicable Federal laws, rules and regulations, all notices of public hearings held pursuant to section 4 of this act shall be mailed by the target company to its shareholders within 5 business days afte…

49:5-6. Time for filing a. Copies of all advertisements, circulars, letters or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the takeover offer, with the exception of the initial press release by the offero…