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Cir. 1992) ("Texas courts generally look to decisions of the | | federal courts to interpret the Texas Securities Act because of | | obvious similarities between the state and federal laws"); Koch v | | Koch Indus., Inc. 203 F.3d 1202, 1235 (10th Cir. 2000) (following | | federal definition of materiality); Biales v. Young, 432 S.E.2d | | 482, 484 (S.C. 1993) ("Section 35-1-1490(2) is substantially | | similar to Section 12(1) of the Federal Securities Act"). |
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| | | 4. Section 102(2): Agent: Prior Provisions: 1956 Act Section | | 401(b); RUSA Section 101(14). Section (102)(2), in part, follows | | the 1956 Act definition. The 1956 Act used the term "agent" while | | the RUSA Section 101(14) used the term "sales representative." | | Given the broader enactment of the 1956 Act, this Act also uses | | the term "agent." Certain exclusions from the 1956 Act are | | exemptions in this Act. See Section 402(b). |
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| | | Whether a particular individual who represents a broker-dealer | | or issuer is an "agent" depends upon much the same factors that | | create an agency relationship at common law. See, e.g., Norwest | | Bank Hastings v. Clapp, 394 N.W.2d 176, 179 (Minn. Ct. App. 1986) | | (following Official Comment that establishing agency under the | | Uniform Securities Act "depends upon much the same factors which | | create an agency relationship at common law"); Shaughnessy & Co., | | Inc. v. Commissioner of Sec., 1971-1978 Blue Sky L. Rep. (CCH) | | ¶71,348 (Wis. Cir. Ct. 1977) (unlicenced person who took | | information relevant to securities transactions and turned it | | over to securities agents was himself an agent). |
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| | | An individual can be an agent for a broker-dealer or issuer | | for a purpose other than effecting or attempting to effect | | purchases or sales of securities and not be a statutory agent | | under this Act. See, e.g., Baker, Watts & Co. v. Miles & | | Stockridge, 620 A.2d 356, 367 (Md. Ct. App. 1993) (attorney- | | client relationship is generally one of agency, but that alone | | does not bring an attorney within securities act definition of | | agent). An individual will not be an agent under Section 102(2) | | because of the person's status as a partner, officer, or director | | of a broker-dealer or issuer if such an individual does not | | effect or attempt to effect purchases or sales of securities. | | See, e.g., Abell v. Potomac Ins. Co., 858 F.2d 1104 (5th Cir. | | 1988). |
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| | | Section 102(2) is intended to include any individual who acts | | as an agent, whether or not the individual is an employee or | | independent contractor. Cf. Hollinger v. Titan Capital Corp., 914 | | F.2d 1564 (9th Cir. en banc 1990), cert. denied, 499 U.S. 976 | | (1991). |
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| | | The word "individual" in the definition of the term "agent" is | | limited to human beings and does not include a juridical |
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