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"person" such as a corporation. Cf. definition of "person" in | | Section 102(20). The 1956 Act Section 401(b) similarly was limited | | to individuals and did not include juridical persons. See, e.g., | | Connecticut Nat'l Bank v. Giacomi, 699 A.2d 101, 111-112 (Conn. | | 1997) ("agent" only includes natural persons when it used the term | | individual); Schpok v. Fodale, 236 N.W.2d 97, 99 (Mich. Ct. App. | | 1975) (agent defined to be individual and did not include a | | corporation). |
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| | | An individual whose acts are solely clerical or ministerial | | would not be an agent under Section 102(2). Cf. Section | | 402(b)(8).Ministerial or clerical acts might include preparing | | written communications or responding to inquiries. |
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| | | 5. Section 102(3): Bank: Prior Provision: Subsection 3(a)(6) | | of the Securities Exchange Act of 1934. A United States branch of | | a foreign bank that otherwise satisfies this definition would be | | a bank. |
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| | | 6. Section 102(4): Broker-Dealer: Prior Provisions: 1956 Act | | Section 401(c); RUSA Section 101(2). This definition generally | | follows the definition of broker-dealer in the 1956 Act and RUSA. | | The use of the compound term is meant to include either a broker | | or a dealer. The recognized distinction is that a broker acts for | | the benefit of another while a dealer acts for itself in buying | | for or selling securities from its own inventory. |
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| | | The distinction between "a person engaged in the business of | | effecting transactions in securities" and an investor, who may | | buy and sell with some frequency and is outside the scope of this | | term, has been well developed in the case law. See 6 Louis Loss & | | Joel Seligman, Securities Regulation 2980-2984 (3d ed. 1990). |
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| | | The 1956 Act Section 401(c) excluded from the definition of | | broker-dealer a person who during any 12 consecutive months did | | not direct more than 15 offers to buy or sell in this State. In | | this Act exemptions from broker-dealer registration are provided | | in Section 401(b). |
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| | | The Gramm-Leach-Bliley Act, signed into law in November 1999, | | rescinded the blanket exemption of banks from the definition of | | broker and dealer in Sections 3(a)(4) and (5) of the Securities | | Exchange Act of 1934. The Gramm-Leach-Bliley Act permits a bank | | to avoid registration as a broker or dealer at the federal level | | if the bank limits its activities to those specified in the | | Securities Exchange Act. This Act generally adopts the activity | | focused exceptions for banks included in the Gramm-Leach-Bliley | | Act, with minor modifications relating to the private placement | | and de minimis brokerage activities of banks |
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