LD 509
pg. 6
Page 5 of 183 An Act To Adopt the Maine Uniform Securities Act Page 7 of 183
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LR 441
Item 1

 
The options exemption in Section 201(6) was broadened; the
"manual" exemption in Section 202(2) has been modernized for an
electronic age; a broadened exemption has been provided for
specified foreign securities in Section 202(3); a new exemption has
been added for nonissuer transactions in securities subject to
Securities Exchange Act reporting in Section 202(4); a new
exemption has been added for nonissuer transactions rated at the
time of a transaction by a nationally recognized statistical rating
organization in one of the four highest rating categories in
Section 202(5)(A); and new exemptions were added for specified
exchange transactions in Section 202(9), control transactions in
Section 202(18), specified out-of-state offers or sales in Section
202(20), specified sales transactions in Section 202(22), and
specified foreign issuers whose securities are traded on designated
securities markets in Section 202(23).

 
The administrator may expressly authorize one of three
regulatory plans for the offering of notes, bonds, debentures, or
other evidences of indebtedness for nonprofit organizations under
Section 201(7). New conditions have been added to the unit
secured transaction exemption in Section 202(11) to address two
substantial areas of state regulatory concern.

 
The emphasis in the securities registration exemptive area is
on flexibility. Securities administrators are given broad powers
both to exempt other securities, transactions, or offers in
Section 203 and to deny, suspend, condition or limit specified
exemptions in Section 204.

 
(4) Relatively modest changes were made to Article 3, which
concerns registration of securities. A new notice filing
provision was added in Section 302 for federal covered
securities. A generic waiver and modification provision was added
in Section 307. New procedural provisions for stop orders were
added in Section 306(d) through (f).

 
Merit regulation was among the most divisive issues that
confronted the RUSA Drafting Committee. After the National
Securities Markets Improvement Act of 1996 preempted states from
applying merit regulation provisions to federal covered
securities, this became a less controversial issue. The approach
in this Act retains two widely adopted merit regulation
provisions in Section 306(a)(7)(A) and (B):

 
a. the offering will work or tend to work a fraud upon
purchasers or would so operate; or

 
b. the offering has been or would be made with unreasonable
amounts of underwriters' and sellers' discounts,


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