Substitute House Bill No. 5276
Substitute House Bill No. 5276
PUBLIC ACT NO. 98-177
AN ACT CONCERNING TECHNICAL REVISIONS TO THE
BANKING LAW OF CONNECTICUT AND THE SECURITIES AND
BUSINESS INVESTMENTS LAW OF CONNECTICUT.
Be it enacted by the Senate and House of
Representatives in General Assembly convened:
Section 1. Section 36a-275 of the general
statutes, as amended by section 1 of public act
97-35, is repealed and the following is
substituted in lieu thereof:
(a) As used in this section, the term "debt
securities" means (1) any marketable obligation
evidencing indebtedness of any person in the form
of direct, assumed or guaranteed bonds, notes or
debentures commonly known as investment
securities; (2) any obligation identified by
certificates of participation in investments
described in subdivision (1) of [subsection (a) of
this section] THIS SUBSECTION in which a
Connecticut bank could invest directly; or (3)
repurchase agreements and the term "debt mutual
fund" means a partnership interest in, shares of
stock of, units of beneficial interest in or other
ownership interest in any one investment company
registered under the Investment Company Act of
1940, as from time to time amended, commonly
described as mutual funds, money market funds,
investment trusts or business trusts, provided the
portfolios of such investment companies consist
solely of investments described in subdivision (1)
of [subsection (a) of this section] THIS
SUBSECTION.
Sec. 2. Section 36a-316 of the general
statutes is repealed and the following is
substituted in lieu thereof:
As used in sections 36a-315 to 36a-323,
inclusive:
(1) "Annual percentage yield" means a
percentage rate reflecting the total amount of
interest paid on funds in a deposit account
calculated in compliance with the Federal Truth in
Savings Act, Subtitle F of Title II of the Federal
Deposit Insurance Corporation Improvement Act of
1991, Public Law 102-242, and the regulations
promulgated thereunder, as from time to time
amended.
(2) "Deliver" means deliver in person or
place in the United States mail with first class
postage properly affixed.
(3) "Deposit" means any demand deposit,
savings deposit or club deposit, any deposit into
a time account as defined in [subsection]
SUBDIVISION (18) of this section, and the payment
on a share or time share at a Connecticut credit
union or federal credit union.
(4) "Deposit account" means any account at a
financial institution into which a deposit is made
(A) which is in the name of one or more natural
persons; (B) in which, with regard to a trust
account, the entire beneficial interest is held by
one or more natural persons, and (C) into which
deposits may be made. "Deposit account" does not
include a general or limited partnership account
or a sole proprietorship business account.
(5) "Deposit contract" means the contract
between a financial institution and a depositor
that sets forth the terms, conditions, duties and
obligations relating to a deposit account.
(6) "Deposit account charge" means a charge
which may be imposed on a depositor for utilizing
the services of a financial institution in
connection with a deposit account, including a
charge for: (A) Stop payment orders; (B) items
drawn on a deposit account which are dishonored;
(C) providing the depositor with a copy of any
record relating to a deposit account; (D) the use
of checks, negotiable orders of withdrawal, share
drafts or other items, devices or methods that may
be used to withdraw moneys from a deposit account;
and (E) maintaining a deposit account, such as a
service charge.
(7) "Deposit account disclosures" means the
following information with regard to a deposit
account: (A) The interest rate, if any, paid on
funds deposited in the account; (B) the annual
percentage yield, if any, paid on funds deposited
in the account; (C) the frequency with which
interest will be compounded and the frequency with
which interest will be credited to the account;
(D) the minimum amount which must be deposited in
such account to open such account; (E) the minimum
balance, if any, that must be maintained to earn
the annual percentage yield; and (F) any condition
relating to maintenance of a minimum balance for
any part of the earning period which may cause
interest not to be credited to such account at the
end of the earning period.
(8) Except as provided in [subsection]
SUBDIVISION (4) of section 36a-323, "depositor"
means any natural person who is legally entitled
to make withdrawals or sell shares from a deposit
account at a financial institution regardless of
whether a penalty may be imposed for such
withdrawal or sale.
(9) "Earning period" means the period during
which interest accrues and at the end of which
accrued interest is credited to a savings or time
account.
(10) "Financial institution" means any bank,
Connecticut credit union or federal credit union.
(11) "Interest" means any payment to a
depositor or to a deposit account for the use of
funds in a deposit account, calculated by
application of a periodic rate to the balance.
"Interest" does not include the payment of a bonus
or other consideration worth ten dollars or less
given during a year, the waiver or reduction of a
fee, or the absorption of expenses.
(12) "Interest rate" means the annual rate of
interest paid on a deposit account which does not
reflect compounding. For the purposes of deposit
account disclosures, the interest rate may be
referred to as the "annual percentage rate" in
addition to being referred to as the "interest
rate".
(13) "Office" of a financial institution does
not include an automated teller machine or point
of sale terminal.
(14) "Passbook savings account" means a
savings account in which the depositor retains a
book or other document in which the financial
institution records transactions on the savings
account.
(15) "Periodic statement" means a statement
setting forth information about a deposit account,
other than a time account or passbook savings
account, that is provided to a depositor on a
regular basis four or more times a year.
(16) "Post" means to post or otherwise
provide notice in a location so that such notice
is easily visible to depositors. With regard to an
office at which a financial institution lacks
access to space for posting notices, such as an
office within a retail establishment, "post" means
to make available to any depositor upon request.
(17) "Savings deposit" means a savings
deposit, as defined in [subsection] SUBDIVISION
(54) of section 36a-2, AS AMENDED, and the payment
on shares at a Connecticut credit union or federal
credit union, and a "savings account" is a deposit
account which contains savings deposits.
(18) "Time account" means (A) a deposit
account with a maturity of at least seven days in
which the depositor generally does not have a
right to make withdrawals for six days after the
account is opened, unless the deposit is subject
to an early withdrawal penalty of at least seven
days' interest on amounts withdrawn and (B) a
Connecticut credit union member's payment on
shares which such member agrees in writing not to
withdraw within the time period stated therein as
described in subsection (g) of section 36a-446.
Sec. 3. Subsection (a) of section 36a-412 of
the general statutes, as amended by section 7 of
public act 97-223, is repealed and the following
is substituted in lieu thereof:
(a) (1) Any out-of-state bank, whether or not
owned or controlled by an out-of-state holding
company, may, with the approval of the
commissioner, merge or consolidate with or acquire
a branch or significant part of the assets or ten
per cent or more of the stock of a bank provided
such bank has been in existence and continuously
operating for at least five years, unless the
commissioner waives this requirement, where the
institution resulting from any such merger or
consolidation is an out-of-state bank, provided
the laws of the home state of such out-of-state
bank authorize, under conditions no more
restrictive than those imposed by the laws of this
state as determined by the commissioner, a bank to
merge or consolidate with or purchase a branch or
significant part of the assets or ten per cent or
more of the stock of an out-of-state bank whose
home state is such state. Such merger,
consolidation or acquisition shall not take place
if the out-of-state bank, including all insured
depository institutions which are affiliates of
the out-of-state bank, upon consummation of the
merger, consolidation or acquisition, would
control thirty per cent or more of the total
amount of deposits of insured depository
institutions in this state, unless the
commissioner permits a greater percentage of such
deposits. Any such merger, consolidation or
acquisition of assets or stock shall be effected
in accordance with and subject to the filing
requirements and any limitations imposed by the
laws of this state with respect to mergers,
consolidations and acquisitions between banks. Any
such out-of-state bank that engages in business in
this state shall comply with the requirements of
section [33-396] 33-920, AS AMENDED, or subsection
(a) of section 33-1210, AS AMENDED. Before
approving any such merger, consolidation or
acquisition, the commissioner shall make such
considerations, determinations and findings as
required by the laws of this state with respect to
mergers, consolidations and acquisitions between
banks and, in addition, shall consider whether
such merger, consolidation or acquisition can
reasonably be expected to produce benefits to the
public and whether such benefits clearly outweigh
possible adverse effects, including, but not
limited to, an undue concentration of resources
and decreased or unfair competition. The
commissioner shall not approve such merger,
consolidation or acquisition unless the
commissioner considers whether: (A) The investment
and lending policies of the out-of-state bank, in
the case of a merger or acquisition of assets, or
the proposed investment and lending policies of
the bank, in the case of an acquisition of stock,
or of the institution that will result from a
consolidation, are consistent with safe and sound
banking practices and will benefit the economy of
this state; (B) the services of the bank or branch
to be acquired, or of the institution that will
result from a merger, or the proposed services of
the institution that will result from a
consolidation, are consistent with safe and sound
banking practices and will benefit the economy of
this state; (C) the merger, consolidation or
acquisition will not substantially lessen
competition in the banking industry of this state;
(D) in the case of a merger or consolidation or
the acquisition of twenty-five per cent or more of
such stock, the out-of-state bank (i) has
sufficient capital to ensure, and agrees to
ensure, that the bank to be acquired or the
institution that will result from the merger or
consolidation will comply with applicable minimum
capital requirements, and (ii) has sufficient
managerial resources to operate the bank to be
acquired or the institution that will result from
the merger or consolidation in a safe and sound
manner; and (E) the out-of-state bank is in
compliance with applicable minimum capital
requirements. The commissioner shall not approve
such merger, consolidation or acquisition unless
the commissioner makes the findings required by
section 36a-34, AS AMENDED. Any out-of-state bank
that merges or consolidates with or acquires a
branch pursuant to this subdivision may establish
additional branches in this state in accordance
with section 36a-145.
(2) Any out-of-state bank, other than a
foreign bank, may, with the approval of the
commissioner, and in accordance with the
provisions of this subdivision, establish a de
novo branch in this state, provided the laws of
the home state of such out-of-state bank
authorize, under conditions no more restrictive
than those imposed by the laws of this state, as
determined by the commissioner, a bank to
establish a de novo branch in the home state of
such out-of-state bank. Any such establishment
shall be effected in accordance with and subject
to the filing requirements and any limitations
imposed by section 36a-145. Any such out-of-state
bank that engages in business in this state shall
comply with the requirements of section [33-396]
33-920, AS AMENDED, or subsection (a) of section
33-1210, AS AMENDED. Before approving any such
establishment, the commissioner shall make such
considerations, determinations and findings as
required by section 36a-145 and, in addition,
shall consider whether such establishment can
reasonably be expected to produce benefits to the
public and whether such benefits clearly outweigh
possible adverse effects, including, but not
limited to, an undue concentration of resources
and decreased or unfair competition. The
commissioner shall not approve such establishment
unless the commissioner considers whether: (A) The
investment and lending policies of the
out-of-state bank are consistent with safe and
sound banking practices and will benefit the
economy of this state; (B) the proposed services
of the branch are consistent with safe and sound
banking practices and will benefit the economy of
this state; (C) the establishment will not
substantially lessen competition in this state;
(D) the out-of-state bank is adequately managed
and will continue to be adequately managed upon
establishment of such branch; and (E) the
out-of-state bank is in compliance with applicable
minimum capital requirements. The commissioner
shall not approve such establishment unless the
commissioner makes the findings required by
section 36a-34, AS AMENDED. An out-of-state bank
which has established a de novo branch in this
state in accordance with this subdivision may
establish additional branches in this state in
accordance with section 36a-145.
(3) (A) As used in this subdivision,
"applicant" means, in the case of an acquisition
of a branch, the acquiring out-of-state bank, and
in the case of a merger or consolidation, each
out-of-state bank that is a party to the merger or
consolidation.
(B) Any out-of-state bank, regardless of
whether it has a branch in this state, may merge
or consolidate with or acquire a branch in this
state of an out-of-state bank that has a branch in
this state. On or before June 1, 1997, no such
merger, consolidation or acquisition shall take
place without the approval of the commissioner.
The commissioner shall not approve such merger,
consolidation or acquisition unless the
commissioner considers whether: (i) Such merger,
consolidation or acquisition can reasonably be
expected to produce benefits to the public and
whether such benefits clearly outweigh possible
adverse effects including, but not limited to, an
undue concentration of resources, decreased or
unfair competition, branch closings and loss of
jobs in this state; (ii) the proposed investment
and lending policies and services of the
applicant, in the case of an acquisition of a
branch, or the resulting out-of-state bank, in the
case of a merger or consolidation, will benefit
the economy of this state; and (iii) the applicant
has a record of compliance with the requirements
of the Community Reinvestment Act of 1977, 12 USC
2901, et seq., as from time to time amended,
sections 36a-30 to 36a-33, inclusive, to the
extent applicable, and applicable consumer
protection laws. The commissioner shall not
approve such merger, consolidation or acquisition
unless the commissioner finds that the applicant,
in the case of an acquisition of a branch, or the
resulting out-of-state bank, in the case of a
merger or consolidation, will provide adequate
services to meet the banking needs of all
community residents, including low-income
residents and moderate-income residents, to the
extent permitted by its charter, in accordance
with a plan submitted by the applicant to the
commissioner in such form and containing such
information as the commissioner requires. Upon
receiving the plan, the commissioner shall make
the plan available for public inspection and
comment at the Department of Banking and shall
cause notice of its submission and availability
for inspection and comment to be published in the
department's weekly bulletin. With the concurrence
of the commissioner, the applicant shall publish,
in the form of a legal advertisement in a
newspaper having a substantial circulation in the
area, notice of such plan's submission and
availability for public inspection and comment.
The notice shall state that the inspection and
comment period will last for a period of thirty
business days from the date of publication. The
commissioner shall not make such finding until the
expiration of such thirty-day period. In making
such finding, the commissioner shall, unless
clearly inapplicable, consider, among other
factors, whether the plan identifies specific
unmet credit and consumer banking needs in the
local community and specifies how such needs will
be satisfied, provides for sufficient distribution
of banking services among branches or satellite
devices, or both, located in low-income
neighborhoods, contains adequate assurances that
banking services will be offered on a
nondiscriminatory basis and demonstrates a
commitment to extend credit for housing, small
business and consumer purposes in low-income
neighborhoods. Any such merger, consolidation or
acquisition which received all required federal
bank regulatory approvals on or before February 7,
1996, shall not be subject to the approval and
filing requirements of this subdivision.
(4) (A) Except as provided in this section,
any branch in this state of an out-of-state bank,
other than a federally-chartered out-of-state
bank, may exercise all the powers possessed by a
Connecticut bank and the laws of this state shall
apply to such branch to the same extent as such
laws apply to a branch of a Connecticut bank, and
such out-of-state bank may not conduct any
activity at such branch that is not permissible
for a Connecticut bank. The following laws shall
not apply to such branch: Sections 36a-65, AS
AMENDED, 36a-98, 36a-261, 36a-262, 36a-285, AS
AMENDED, unless, at the time of the acquisition,
the acquired bank exercised the authority granted
by such section, 36a-738 and 36a-739. If the
commissioner determines that a branch in this
state of such out-of-state bank is being operated
in violation of any applicable law of this state
or in an unsafe and unsound manner, the
commissioner may take any enforcement action
authorized under this title against such
out-of-state bank to the same extent as if such
branch were a Connecticut bank, provided, the
commissioner shall promptly give notice of such
action to the home state banking regulator of such
out-of-state bank and, to the extent practicable,
shall consult and cooperate with such regulator in
pursuing and resolving such action.
(B) The laws of this state shall apply to any
branch in this state of a federally-chartered
out-of-state bank to the same extent as such laws
would apply if the branch were a federal bank. The
following laws shall apply to any branch in this
state of a federally-chartered out-of-state bank
to the same extent as such laws apply to a branch
of a Connecticut bank: (i) Community reinvestment
laws including sections 36a-30 to 36a-33,
inclusive, (ii) consumer protection laws including
sections 36a-290 to 36a-304, inclusive, AS
AMENDED, 36a-306, 36a-307, 36a-315 to 36a-323,
inclusive, 36a-645 to 36a-647, inclusive, AS
AMENDED, 36a-690, 36a-695 to 36a-700, inclusive,
AS AMENDED, 36a-705 to 36a-707, inclusive, 36a-715
to 36a-718, inclusive, 36a-725, 36a-726, 36a-755
to 36a-759, inclusive, 36a-770 to 36a-788,
inclusive, and 36a-800 to 36a-810, inclusive,
(iii) fair lending laws including sections 36a-16,
36a-737, 36a-740 and 36a-741, and (iv) branching
laws including sections 36a-23 and 36a-145.
(5) Any out-of-state bank that merges or
consolidates with or acquires the assets of a bank
or establishes in this state a de novo branch
shall be subject to the supervision and
examination of the commissioner pursuant to
regulations adopted by the commissioner in
accordance with chapter 54 and shall make reports
to the commissioner as required by the laws of
this state. The commissioner may examine and
supervise the Connecticut branches of any such
out-of-state bank and may enter into agreements
with other state or federal banking regulators or
similar regulators in a foreign country concerning
such examinations or supervision. The provisions
of this section apply to the acquisition of the
assets of any bank from the receiver of such bank
by any out-of-state bank.
Sec. 4. Subsection (a) of section 36a-425 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) Except as otherwise provided in this
title, no foreign banking corporation shall
transact in this state the business authorized by
its certificate of incorporation or by the laws of
the state under which it was organized, unless
empowered to do so by any provision of the general
statutes or any special act of this state;
provided, without excluding other activities which
may not constitute transacting business in this
state, no such foreign banking corporation shall
be deemed to be doing or transacting business in
this state for purposes of this section by reason
of its acting as an investment adviser to the
State Treasurer or by reason of its making loans
whether secured or unsecured. For purposes of this
section, "foreign banking corporation" means a
banking corporation which is organized under the
laws of or has its principal office in any state
other than Connecticut or any foreign country.
Notwithstanding the provisions of this subsection,
a foreign banking corporation which transacts
business in this state for the purposes of section
33-920, AS AMENDED, or [subsection (a) of] section
33-1210, AS AMENDED, shall comply with the
requirements of [such sections] SUBSECTION (a) OF
SECTION 33-920 OR SUBSECTION (a) OF SECTION
33-1210.
Sec. 5. Section 36a-695 of the general
statutes is repealed and the following is
substituted in lieu thereof:
As used in sections 36a-695 to [36a-699]
36a-699e, inclusive, AS AMENDED, unless the
context otherwise requires:
(1) "Consumer" means an individual seeking
credit for personal, family or household purposes;
(2) "Creditor" means any person who extends
credit in the ordinary course of business;
(3) "Credit report" means any written or oral
report, recommendation or representation of a
credit rating agency as to the credit worthiness,
credit standing, or credit capacity of any
consumer, and includes any information which is
sought or given for the purpose of serving as the
basis for determining eligibility for credit to be
used primarily for personal, family or household
purposes;
(4) "Credit rating agency" means any person
whose business is the assembling and evaluating of
information as to the credit standing and credit
worthiness of a consumer, for the purposes of
furnishing credit reports, for monetary fees and
dues to third parties.
Sec. 6. Section 36b-3 of the general
statutes, as amended by section 1 of public act
97-220, is repealed and the following is
substituted in lieu thereof:
As used in sections 36b-2 to 36b-33,
inclusive, AS AMENDED, unless the context
otherwise requires:
(1) "Agent" means any individual, other than
a broker-dealer, who represents a broker-dealer or
issuer in effecting or attempting to effect
purchases or sales of securities. "Agent" does not
include an individual who represents an issuer in
(A) effecting transactions in a security exempted
by subdivision (1), (2), (3), (4), (6), (9), (10),
(11) or (21) of subsection (a) of section 36b-21,
AS AMENDED, (B) effecting transactions exempted by
subsection (b) of section 36b-21, AS AMENDED,
except for transactions exempted by subdivisions
(9), (12) or (13) of said subsection, (C)
effecting transactions with existing employees,
partners or directors of the issuer if no
commission or other remuneration is paid or given
directly or indirectly for soliciting any person
in this state, or (D) effecting transactions in
any covered security, except for covered
securities within the meaning of Sections 18(b)(2)
or 18(b)(4)(D) of the Securities Act of 1933.
"Agent" does not include such other persons not
within the intent of this [subsection] SUBDIVISION
as the commissioner may by regulation or order
determine. A general partner, officer or director
of a broker-dealer or issuer, or a person
occupying a similar status or performing similar
functions, is an agent only if he otherwise comes
within this definition and any compensation that
he receives is directly or indirectly related to
purchases or sales of securities.
(2) "Associated person" has the meaning given
to that term in Section 3(a)(21) of the Securities
Exchange Act of 1934.
(3) "Blank check company" means any company
that (A) devotes substantially all of its efforts
to establishing a new business in which planned
principal operations have not commenced or, that
has commenced planned principal operations, but
has not derived significant revenue therefrom; and
(B) has no specific business plan or purpose or
has indicated that its business plan is to engage
in a merger or acquisition with an unidentified
company or companies, or other entity or person.
(4) "Branch office" means any location other
than the main office, identified by any means to
the public, customers or clients as a location at
which a broker-dealer or investment adviser
conducts a securities or investment advisory
business. "Branch office" does not include (A) a
location identified solely in a telephone
directory line listing or on a business card or
letterhead if (i) the listing, card, or letterhead
also sets forth the address and telephone number
of a Connecticut office of the broker-dealer or
investment adviser from which individuals
conducting business from such identified location
are directly supervised, and (ii) no more than one
agent or investment adviser agent transacts
business on behalf of the broker-dealer or
investment adviser from such identified location,
or (B) any other location not within the intent of
this [subsection] SUBDIVISION as the commissioner
may determine.
(5) "Broker-dealer" means any person engaged
in the business of effecting transactions in
securities for the account of others or for his
own account. "Broker-dealer" does not include (A)
an agent, (B) an issuer, (C) a bank and trust
company, a national banking association, a savings
bank, a savings and loan association, a federal
savings and loan association, a credit union, a
federal credit union, or a trust company, (D) a
person who has no place of business in this state
if he effects transactions in this state
exclusively with or through (i) the issuers of the
securities involved in the transactions, (ii)
other broker-dealers, or (iii) a bank and trust
company, a national banking association, a savings
bank, a savings and loan association, a federal
savings and loan association, a credit union, a
federal credit union, a trust company, an
insurance company, an investment company as
defined in the Investment Company Act of 1940, a
pension or profit-sharing trust, or other
financial institution or institutional buyer,
whether acting for itself or as trustee, or (E)
such other persons not within the intent of this
[subsection] SUBDIVISION as the commissioner may
by regulation or order determine.
(6) "Commissioner" means the Commissioner of
Banking or any person appointed or designated by
the Commissioner of Banking to administer sections
36b-2 to 36b-33, inclusive, AS AMENDED.
(7) "Covered security" has the meaning given
to that term in Section 18(b) of the Securities
Act of 1933.
(8) "Fraud", "deceit" and "defraud" are not
limited to common-law deceit.
(9) "Guaranteed" means guaranteed as to
payment of principal, interest or dividends.
(10) "Investment adviser" means any person
who, for compensation, engages in the business of
advising others, either directly or through
publications or writings, as to the value of
securities or as to the advisability of investing
in, purchasing or selling securities, or who, for
compensation and as a part of a regular business,
issues or promulgates analyses or reports
concerning securities. "Investment adviser" does
not include (A) a bank and trust company, a
national banking association, a savings bank, a
savings and loan association, a federal savings
and loan association, a credit union, a federal
credit union or a trust company; (B) a lawyer,
accountant, engineer, or teacher whose performance
of these services is solely incidental to the
practice of his profession; (C) a broker-dealer
whose performance of these services is solely
incidental to the conduct of his business as a
broker-dealer and who receives no special
compensation for them; (D) a publisher of any bona
fide newspaper, news magazine, or business or
financial publication of general, regular, and
paid circulation; (E) a person whose advice,
analyses or reports relate only to securities
exempted by subdivision (1) of subsection (a) of
section 36b-21, AS AMENDED; (F) any insurance
company under the supervision of the Insurance
Commissioner or any affiliate thereof, as defined
in subsection (b) of section 38a-129, when
providing services to separate accounts of that
insurance company or registered investment
companies all of whose shares are owned by such
insurance company or its insurance company
affiliates or by the separate accounts of that
insurance company or its insurance company
affiliates; and (G) such other persons not within
the intent of this [subsection] SUBDIVISION as the
commissioner may by regulation or order designate.
(11) "Investment adviser agent" includes any
individual, other than an investment adviser, or a
sole proprietor of an investment adviser,
employed, appointed or authorized by an investment
adviser to solicit business from any person for
such investment adviser, within or from this
state, and who receives compensation or other
remuneration, directly or indirectly, for such
solicitation. An officer, partner or director of
an investment adviser, or an individual occupying
a similar status or performing similar functions,
is an investment adviser agent only if he
otherwise comes within this definition.
(12) "Issuer" means any person who issues or
proposes to issue any security; except that (A)
with respect to certificates of deposit,
voting-trust certificates, or collateral-trust
certificates, or with respect to certificates of
interest or shares in an unincorporated investment
trust not having a board of directors or persons
performing similar functions or of the fixed,
restricted management, or unit type, "issuer"
means the person or persons performing the acts
and assuming the duties of depositor or manager
pursuant to the provisions of the trust or other
agreement or instrument under which the security
is issued; and (B) with respect to certificates of
interest or participation in oil, gas or mining
titles or leases, or in payments out of production
under such titles or leases, "issuer" means the
owner of any such title, lease, right or interest,
whether whole or fractional, who creates or sells
fractional interests therein.
(13) "Nonissuer" means not directly or
indirectly for the benefit of the issuer.
(14) "Person" means an individual, a
corporation, a limited liability company, a
partnership, an association, a joint-stock
company, a trust where the interests of the
beneficiaries are evidenced by a security, an
unincorporated organization, a government or a
political subdivision of a government.
(15) (A) "Sale" or "sell" includes every
contract of sale of, contract to sell, or
disposition of, a security or interest in a
security for value. (B) "Offer" or "offer to sell"
includes every attempt or offer to dispose of, or
solicitation of an offer to buy, a security or
interest in a security for value. (C) Any security
given or delivered with, or as a bonus on account
of, any purchase of securities or any other thing
shall be conclusively presumed to constitute a
part of the subject of such purchase and to have
been sold for value. (D) Nothing in this
[subsection] SUBDIVISION shall limit or diminish
the full meaning of the terms "sale", "sell",
"offer" or "offer to sell" as construed by the
courts of this state. (E) A purported gift of
assessable stock is considered to involve an offer
and sale. (F) Every sale or offer of a warrant or
right to purchase or subscribe to another security
of the same or another issuer, as well as every
sale or offer of a security which gives the holder
a present or future right or privilege to convert
into another security of the same or another
issuer, is considered to include an offer of the
other security. (G) The terms defined in this
[subsection] SUBDIVISION do not include: (i) Any
bona fide pledge or loan; (ii) any stock dividend,
whether the corporation distributing the dividend
is the issuer of the stock or not, if nothing of
value is given by stockholders for the dividend
other than the surrender of a right to a cash or
property dividend when each stockholder may elect
to take the dividend in cash or property or in
stock; (iii) any act incident to a class vote by
security holders on a merger, exchange of
securities for securities, consolidation,
reclassification of securities, or sale of assets
in consideration of the issuance of securities or
securities and cash of another person other than
an individual; or (iv) any security which is
issued in exchange for one or more bona fide
outstanding securities, claims or property
interests, or partly in such exchange and partly
for cash, where the terms and conditions of such
issuance and exchange are approved by any state or
federal court.
(16) "Securities Act of 1933", "Securities
Exchange Act of 1934", "Public Utility Holding
Company Act of 1935", "Investment Advisers Act of
1940" and "Investment Company Act of 1940" mean
the federal statutes of those names, as from time
to time amended.
(17) "Security" means any note, stock,
treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or
participation in any profit-sharing agreement,
interests of limited partners in a limited
partnership, collateral-trust certificate,
preorganization certificate or subscription,
transferable share, investment contract,
voting-trust certificate, certificate of deposit
for a security, certificate of interest or
participation in an oil, gas or mining title or
lease or in payments out of production under such
a title or lease, or, in general, any interest or
instrument commonly known as a "security", or any
certificate of interest or participation in,
temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to
or purchase, any of the foregoing. "Security" does
not include any insurance or endowment policy or
annuity contract issued by an insurance company
which is subject to regulation by the Insurance
Commissioner.
(18) "Shell company" or "dormant company"
means any company which does not pursue nor has
the financial capacity to pursue a business plan
or purpose.
(19) "State" means any state, territory or
possession of the United States, the District of
Columbia and Puerto Rico.
Sec. 7. Section 42-100b of the general
statutes is repealed and the following is
substituted in lieu thereof:
As used in section 42-100c, "retail credit
transaction" includes any agreement or transaction
for the retail sale of goods or services which are
used or bought primarily for personal, family or
household purposes, but [it] does not include
transactions covered by chapter 4 of the Consumer
Credit Protection Act, [as defined in section
36a-676] 15 USC 1666 ET SEQ., AS FROM TIME TO TIME
AMENDED.
Approved June 4, 1998