§ 11-101. Definitions
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2020
Effective: October 1, 2020
MD Code, Corporations and Associations, § 11-101
§ 11-101. Definitions
(a) In this title, unless the context requires otherwise, the following words have the meanings indicated.
(b)(1) “Agent” means an individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect the purchase or sale of securities.
4. Effecting a transaction in a federal covered security under § 18(b)(3) or § 18(b)(4)(F) of the Securities Act of 19331 if no commission or other remuneration is paid or given directly or indirectly for soliciting a person in this State; or
(ii) A broker-dealer in effecting a transaction described in § 15(h)(2) of the Securities Exchange Act of 1934.2
(c)(1) “Broker-dealer” means a person engaged in the business of effecting transactions in securities for the account of others or for his own account.
1. He effects transactions in this State exclusively with or through the issuer of the securities involved in the transactions, another broker-dealer, or a bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940,3 pension or profit-sharing trust, or other financial institution or institutional buyer, whether acting for itself or as trustee; or
(e) “Federal covered adviser” means a person who is registered under § 203 of the Investment Advisers Act of 1940.4
(f) “Federal covered security” means a covered security under § 18(b) of the Securities Act of 1933.
(g) “Federal exempt broker-dealer” means a person who would qualify for the exemption from registration as a broker or dealer under § 4(c) of the Securities Act of 1933.
(i)(1) “Investment adviser” means a person who, for compensation:
(i) 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; or
(v) A publisher of any bona fide newspaper, news column, newsletter, news magazine, or business or financial publication or service, whether communicated in hard copy form, or by electronic means, or otherwise, that does not consist of the rendering of advice on the basis of the specific investment situation of each client;
(j)(1) “Investment adviser representative” or “representative” means any partner, officer, director of (or a person occupying a similar status or performing similar functions) or other individual who is employed by or associated with an investment adviser, or who has a place of business located in this State and is employed by or associated with a federal covered adviser, and who:
(k) “Investment Company Act of 1940” and “Investment Advisers Act of 1940” mean the federal statutes of those names, as amended.
(l) “Issuer” means any person who issues or proposes to issue a security, except that:
(1) 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, the term “issuer” means the person performing the acts and assuming the duties of depositor or manager under the provisions of the trust or other agreement or instrument under which the security is issued; and
(m) “Nonissuer distribution” and “nonissuer transaction” mean a distribution or transaction, as the case may be, not directly or indirectly for the benefit of the issuer.
(n) “Offer” or “offer to sell”, except as provided in § 11-102(a) of this subtitle, includes every attempt or offer to dispose of or solicitation of an offer to buy, a security or interest in a security for value.
(o) “Person” means an individual, a corporation, 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.
(p) “Public Utility Holding Company Act of 1935”5 means the federal statute of that name, as amended.
(q) “Sale” or “sell”, except as provided in § 11-102(a) of this subtitle, includes every contract of sale of, contract to sell, or disposition of a security or interest in a security for value.
(r) “Securities Act of 1933” and “Securities Exchange Act of 1934” mean the federal statutes of those names, as amended.
(s)(1) “Security” means any:
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1985, c. 10, § 3; Acts 1987, c. 11, § 1; Acts 1989, c. 533; Acts 1989, c. 805, § 1; Acts 1992, c. 502; Acts 1992, c. 619; Acts 1997, c. 613, §§ 1, 2, eff. Oct. 1, 1997; Acts 1998, c. 21, § 1, eff. April 14, 1998; Acts 2001, c. 731, § 1, eff. July 2, 2001; Acts 2014, c. 557, § 1, eff. Oct. 1, 2014; Acts 2014, c. 558, § 1, eff. Oct. 1, 2014; Acts 2017, c. 837, § 1, eff. Oct. 1, 2017; Acts 2017, c. 838, § 1, eff. Oct. 1, 2017; Acts 2020, c. 160, § 1, eff. Oct. 1, 2020.
Formerly Art. 32A, § 25.
Footnotes
May 27, 1933, ch. 38, Title I, 48 Stat. 74, codified at 15 U.S.C.A. § 77a et seq.
June 6, 1934, ch. 404, 48 Stat. 881, codified at 15 U.S.C.A. § 78a et seq.
Aug. 22, 1940, ch. 686, Title I, 54 Stat. 789, codified at 15 U.S.C.A. § 80a-1 et seq.
Aug. 22, 1940, ch. 686, Title II, 54 Stat. 847, codified at 15 U.S.C.A. § 80b-1 et seq.
Aug. 26, 1935, ch. 687, Title I, 49 Stat. 803.
MD Code, Corporations and Associations, § 11-101, MD CORP & ASSNS § 11-101
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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