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    Subdivision 1. Stop order. The commissioner may issue a stop order denying effectiveness
to, or suspending or revoking the effectiveness of, any registration statement if the commissioner
finds (a) that the order is in the public interest and (b) that
(1) the registration statement as of its effective date or as of any earlier date in the case of an
order denying effectiveness, or any amendment under section 80A.12, subdivision 9, as of its
effective date, or any report under section 80A.12, subdivision 8, is incomplete in any material
respect or contains any statement which was, in the light of the circumstances under which it was
made, false or misleading with respect to any material fact;
(2) any provision of sections 80A.01 to 80A.31 or any rule, order, or condition lawfully
imposed under sections 80A.01 to 80A.31 has been willfully violated in connection with the
offering, by (i) the person filing the registration statement, (ii) the issuer, any partner, officer, or
director of the issuer, any person occupying a similar status or performing similar functions, or
any person directly or indirectly controlling or controlled by the issuer, but only if the person
filing the registration statement is directly or indirectly controlled by or acting for the issuer, or
(iii) any underwriter;
(3) the security registered or sought to be registered is the subject of an administrative
stop order or similar order or a permanent or temporary injunction of any court of competent
jurisdiction entered under any other federal or state act applicable to the offering; but (i) the
commissioner may not institute a proceeding against an effective registration statement under
this clause more than one year from the date of the order or injunction relied on, and (ii) may not
enter an order under this clause on the basis of an order or injunction entered under any other
state act unless that order or injunction was based on facts which would currently constitute
a ground for a stop order under this section;
(4) the issuer's enterprise or method of business includes or would include activities which
are illegal where performed;
(5) the offering has worked or tended to work a fraud upon purchasers or would so operate;
(6) except with respect to securities which are being registered by notification, the terms
of the securities are unfair and inequitable; provided, however, that the commissioner may not
determine that an offering is unfair and inequitable solely on the grounds that the securities are
to be sold at an excessive price where the offering price has been determined by arm's-length
negotiation between nonaffiliated parties. The selling price of any security being sold by a
broker-dealer licensed in this state shall be presumed to have been determined by arm's-length
(7) when a security is sought to be registered by coordination there has been a failure to
comply with the undertaking required by section 80A.10, subdivision 2, clause (d);
(8) the applicant or registrant has failed to pay the proper filing fee; but the commissioner
may enter only a denial order under this clause and shall vacate any such order when the
deficiency has been corrected; or
(9) the offering of securities sought to be registered is not firmly underwritten and (i) the
minimum amount of proceeds from the sale of the securities is not more than $500,000, and (ii)
the maximum amount of proceeds is more than 200 percent of the minimum amount of proceeds
required to go forward with the offering.
The commissioner may not institute a stop order proceeding against an effective registration
statement solely on the basis of a fact or transaction known to the commissioner when the
registration statement became effective unless the proceeding is instituted within the next 30 days.
    Subd. 2. Order to show cause. The commissioner may issue an order requiring the person
for whom a registration was made to show cause why the registration should not be revoked. The
order shall be calculated to give reasonable notice of the time and place for hearing thereon, and
shall state the reasons for the issuance of the order. The commissioner may by order summarily
suspend a registration pending final determination of any order to show cause. If the registration
is suspended pending final determination of an order to show cause, a hearing on the merits shall
be held within 30 days of the issuance of the order or suspension. All hearings shall be conducted
in accordance with the provisions of chapter 14. After the hearing, the commissioner shall enter
an order making such disposition of the matter as the facts require. If the person for whom the
registration was made fails to appear at a hearing of which the person has been duly notified, such
person shall be deemed in default and the proceeding may be determined against the person
upon consideration of the order to show cause, the allegations of which may be deemed to be
true. The commissioner may adopt rules of procedure concerning all proceedings conducted
pursuant to this subdivision.
History: 1973 c 451 s 13; 1982 c 424 s 130; 1985 c 251 s 3; 1986 c 358 s 3; 1986 c 444
NOTE: This section is repealed by Laws 2006, chapter 196, article 1, section 51, effective
August 1, 2007. Laws 2006, chapter 196, article 1, section 52.

Official Publication of the State of Minnesota
Revisor of Statutes