NASAA Seeks Comments on Multi-State Review Proposal
The Coordinated Interpretations Project Group of the North American Securities Administrators Association (NASAA) has requested public comments on the adoption of a new Statement of Policy Regarding Multi-State Review of Requests for Interpretative Opinions and No-Action Letters.
As noted by the Project Group in its release today, many state securities regulators have the authority to issue “no-action letters” in which staff confirms that a transaction carried out under a set of assumed facts will not result in a recommendation for enforcement action. Additionally, some states issue “interpretive opinions” in which staff provides guidance by indicating how a provision of law applies to a situation presented. These types of no-action letters and interpretive opinions are authorized by provisions of both the Uniform Securities Act of 1956, as amended, and the Uniform Securities Act (2002). Moreover, both the 1956 Act and the 2002 Act authorize the states to cooperate with each other in the development of no-action letters and interpretive opinions in order to encourage uniform interpretation of laws and maximize the effectiveness of regulation. Accordingly, NASAA has proposed this Statement of Policy.
Among it elements, Section II of the proposed Statement of Policy contains definitions, including the terms “interpretive opinion" and “no-action letter. " Section III establishes the criteria for eligibility, prohibiting the review of hypothetical situations, past transactions, or issues that are currently subject to or in preparation for litigation.
Sections IV and V set forth the rules governing the content of the request letter and the application process. Request letters and fees are to be accompanied by the submission of a new uniform form, Form MS-ONA (Application for Multi-State Review of Request for Interpretive Opinion or No-Action Letter). The review process itself is described in Section VI, which calls for conference calls and an electronic list-serve to facilitate communication between states. Each selected jurisdiction must use best efforts to generate a response within 60 days. Section VII contains optional disclaimers for the states to consider using.
The text of the proposed Statement of Policy may be downloaded from the NASAA website.
The comment period begins February 20, 2009 and will remain open for 30 days. All comments should be submitted on or before March 22, 2009, and should be directed to:
Rick A. Fleming
General Counsel
Office of the Securities Commissioner
618 S. Kansas Avenue
Topeka, Kansas 66603
rick.fleming@ksc.ks.gov
Rex Staples
General Counsel
NASAA
750 First Street, NE, Suite 1140
Washington, DC 20002-4251
rs@nasaa.org