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  4. Article 23-A: Fraudulent Practices In Respect to Stocks, Bonds and Other Securities


Section 359-F Exemptions from certain provisions of section three hundred fifty-nine-e

General Business (GBS)

Exemptions from certain provisions of section three hundred fifty-nine-e. 1. The provisions of subdivision eight of section three hundred and fifty-nine-e shall not apply to any transactions relating to the sale or offering for sale of any of the following described securities by a dealer therein:

  (a) Any security issued, or guaranteed by the United States or any territory or insular possession thereof, or by the District of Columbia, or by any state or political subdivision or agency thereof.

  (b) Any security issued or guaranteed by the Dominion of Canada or by any foreign government with which the United States is at the time of the sale or offer for sale thereof maintaining diplomatic relations, or by any province or political subdivision thereof.

  (c) Any security issued by a national bank or by any federal land bank or joint-stock land bank or national farm loan association under the provisions of the federal farm loan act of July seventeenth, nineteen hundred and sixteen, or by any corporation created or acting as an instrumentality of the government of the United States pursuant to authority granted by the congress of the United States.

  (d) Any securities issued or guaranteed by a public service or utility corporation, including a railroad corporation, provided such corporation is subject to regulation or supervision either as to its rates and charges or as to the issue of its own securities by a public commission, board or officer of the government of the United States, or of any territory, or insular possession thereof, or of any state or municipality or other political subdivision thereof, or of the Dominion of Canada, or any province thereof; also equipment and trust certificates or equipment notes or bonds based on chattel mortgages, leases, or agreements for conditional sale of cars, motive power, or other rolling stock mortgaged, leased or sold to or furnished for the use of or upon such a railroad or other public-service utility corporation, or equipment trust certificates, or equipment notes or bonds where the ownership or title of such equipment is pledged or retained in accordance with the provisions of the laws of the United States, or of any state, territory or insular possession thereof, or of the District of Columbia, or of the Dominion of Canada, or of any province thereof, to secure the payment of such equipment trust certificates, bonds or notes.

  (e) Any security issued by a corporation organized exclusively for educational, benevolent, fraternal, or reformatory purposes, and not for pecuniary profit.

  (f) Any capital stock issued by a state bank, trust company or saving institution incorporated under the laws of and subject to the examination, supervision and control of any state or of the United States or of any insular possession thereof.

  (g) Any security which under the laws of this state is a legal investment for savings banks or trust funds, and any securities which are underwritten or sold by any corporation under the supervision of the superintendent of financial services of the state of New York.

  (h) Any security, other than common stock, outstanding for a period of not less than five years, upon which no default exists in the payment of principal or interest and upon which no such default has occurred for a continuous immediately preceding period of five years, or in the case of preferred stock upon which dividends specified in the certificates of such stock have been paid for a continuous immediately preceding period of five years.

  (i) Negotiable promissory notes, drafts, and commercial paper provided that such issue of notes, drafts and commercial paper mature in not more than twelve months from date of issue and shall be issued within three months after the date of sale.

  (j) Any bond and mortgage sold or offered for sale in an undivided whole.

  (k) Securities which on January first, nineteen hundred and twenty-five, have been fully listed upon any exchange, located in the state of New York, which on said date was organized and in operation, any securities senior thereto and additional amounts of all such securities which thereafter become so listed so long as the same shall remain so listed. Securities which shall become fully listed upon any such exchange subsequent to said January first, nineteen hundred and twenty-five, shall not be exempted as herein provided unless and until such exchange shall cause to be duly published pursuant hereto in the state paper as defined herein, a notice which shall contain the name of the corporation, association, common law trust or similar organization issuing the securities so listed, the business or post office address thereof, the state or country where incorporated or organized, the date of such listing and a brief description of the securities so listed. After such publication of said notice as aforesaid, securities so listed subsequent to January first, nineteen hundred and twenty-five, any securities senior thereto and additional amounts of all such securities which thereafter become so listed, shall be exempted hereunder so long as the same shall remain so listed.

  (l) Securities sold or offered for sale at any judicial, executor's, administrator's, guardian's, or conservator's sale, or any sale by a receiver or trustee in insolvency or bankruptcy, or at a public sale by auction held at an advertised time and place.

  (m) Sales by or for the account of a pledgee or mortgagee selling or offering for sale or delivery, in the ordinary course of business, to liquidate a bona fide debt, a security pledged in good faith as security for such debt.

  (n) Negotiable documents of title, foreign currency orders and calls or options therefor.

  2. The attorney general may upon application, in writing, grant exemptions from the provisions of section three hundred fifty-nine-e, subdivisions two, three, four, five and six to any person, partnership, corporation, company, trust or association which is a dealer as defined in section three hundred and fifty-nine-e, solely by reason of the fact that it is offering to sell or selling or offering to purchase or purchasing to or from the public, within or from this state any one or more of the securities which are specified in any one or more of the following paragraphs of this subdivision two of section three hundred fifty-nine-f:

  (a) Securities of a corporation which has been in existence for a period of not less than ten years or which is a consolidation, merger, or successor of one or more corporations which has been in existence for a period of not less than ten years, and which have not defaulted in the payment of principal or interest on any of its obligations for a continuous immediately preceding period of ten years, and in the case of preferred stock, upon which dividends specified in the certificates of such stock have been paid for a continuous immediately preceding period of six years, and in the case of common stock, upon which dividends have been paid annually for a continuous immediately preceding period of six years at the rate of not less than three per cent of the book value of such common stock as shown by its balance sheet at the date of the close of the fiscal year in which such dividends were paid, as certified by an independent certified public accountant.

  (b) Securities which are fully listed on any securities exchange located in this state so long as the same shall remain so listed, and any securities senior thereto and additional amounts of any such securities which are so listed or which it is planned, at the time of the offering thereof, to list.

  (c) All securities which are mentioned in section three hundred fifty-nine-f, subdivision one, with the exception of such securities as are specified in subdivisions h and k thereof.

  (d) Securities which are to be sold in a limited offering to not more than forty persons; but the attorney-general may grant an exemption for offerings made to more than forty persons when he deems such an exemption within the purposes of this subdivision.

  (e) Securities issued in connection with an employees' stock purchase, savings, pension, profit-sharing, or similar benefit plan.