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UNIFORM SECURITIES ACT (2002) (EXCERPT)
Act 551 of 2008
451.2502 Investment advice or publications; prohibited conduct; rule or order.
(1) It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities
or the advisability of investing in, purchasing, or selling securities
, or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities
, to do any of the following:
(a) Employ a device, scheme, or artifice to defraud another person.
(b) Engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
(2) An investment adviser acting as a finder shall not do any of the following:
(a) Take possession of funds or securities
in connection with the transaction for which payment is made for services as a finder.
(b) Fail to disclose clearly and conspicuously in writing to all persons involved in the transaction as a result of his or her finding activities before the sale or purchase that the person is acting as a finder, any payment for services as a finder, the method and amount of payment, as well as any beneficial interest, direct or indirect, of the finder or a member of the finder's immediate family in the issue of the securities
that are the subject of services as a finder.
(c) Participate in the offer, purchase, or sale of a security in violation of section 301. However, if the investment adviser makes a reasonable effort to ascertain if a registration has been effected or an exemption order granted in this state or to ascertain the basis for an exemption claim and does not have knowledge that the proposed transaction would violate section 301, his or her activities as a finder do not violate section 301.
(d) Participate in the offer, purchase, or sale of a security without obtaining information relative to the risks of the transaction, the direct or indirect compensation to be received by promoters, partners, officers, directors, or their affiliates, the financial condition of the issuer, and the use of proceeds to be received from investors, or fail to read any offering materials obtained. This subdivision does not require independent investigation or alteration of offering materials furnished to the finder.
(e) Fail to inform or otherwise ensure disclosure to all persons involved in the transaction as a result of his or her finding activities of any material information which the finder knows, or in the exercise of reasonable care should know based on the information furnished to him or her, is material in making an investment decision, until conclusion of the transaction. This subdivision does not require the finder to independently generate information.
(f) Locate, introduce, or refer persons that the finder knows, or after a reasonable inquiry should know, are not suitable investors by reason of their financial condition, age, experience, or need to diversify investments.
(3) A rule or order under this act may do any of the following:
(a) Define an act, practice, or course of business of an investment adviser or an investment adviser representative, other than a supervised person of a federal covered investment adviser, as fraudulent, deceptive, or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative.
(b) Specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.
History: 2008, Act 551, Eff. Oct. 1, 2009
Compiler's Notes: For transfer of securities division of office of finance and insurance regulation from office of finance and insurance regulation to department of licensing and regulatory affairs, see E.R.O. No. 2012-6, compiled at MCL 445.2034.
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