(a) No person shall, in connection with the offer, sale or purchase of any security, directly or indirectly: (1) Employ any device, scheme or artifice to defraud; (2) make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or (3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.
(b) No person shall, in connection with the offer, sale or purchase of any security, directly or indirectly engage in any dishonest or unethical practice.
(c) No person shall, in connection with the offer, sale or purchase of any security, directly or indirectly use a certificate, professional designation or form of advertising expressing or implying that such person has special training, education or experience in advising or serving senior citizens, unless such person has obtained a certificate, title or designation through completion of a course of study (1) resulting in the awarding of an academic degree to such person that is from an accredited institution of higher education and is in a field related to the activity described in this subsection, as determined by the commissioner, provided the certificate, title or designation is not used in an untrue, deceptive, misleading or false manner, or (2) that is in a field related to the activity described in this subsection, as determined by the commissioner, and is provided by an organization accredited by the American National Standards Institute or the National Commission for Certifying Agencies, an organization recognized as an accrediting agency by the United States Department of Education pursuant to the Higher Education Act of 1965, 20 USC 1099b, as amended from time to time, or any other organization approved by the commissioner provided the certificate, title or designation is not used in an untrue, deceptive, misleading or false manner.
(d) The commissioner may adopt regulations, in accordance with the provisions of chapter 54, to implement the provisions of this section.
(P.A. 77-482, S. 3; P.A. 96-192, S. 2; P.A. 09-174, S. 1.)
History: Sec. 36-472 transferred to Sec. 36b-4 in 1995; P.A. 96-192 added Subsec. (b) to prohibit dishonest or unethical practices; P.A. 09-174 made a technical change in Subsec. (a), added Subsec. (c) re use of certificate, designation or advertising expressing or implying special training, education or experience in advising senior citizens and added Subsec. (d) re adoption of regulations, effective July 1, 2009.
A person who aids and abets another's fraudulent conduct in connection with a securities transaction is not in violation of section. 233 C. 304. Cited. Id., 352; 235 C. 465; 242 C. 17.
Section corresponds to Sec. 101 of Uniform Securities Act of 1956, and court may look to interpretations of that act, and interpretations of rule 10b-5 of the Securities and Exchange Commission at the time act was adopted, in interpreting analogous language in statutes; solicitation to buy a security qualified as an “offer” under Sec. 36b-3(16)(B). 137 CA 800.
Cited. 44 CS 72.
Subsec. (a):
Neither the federal Securities Act, 15 USC 77a et seq., nor the Securities and Exchange Commission's regulation D, 17 CFR 230.501 et seq., preempts or precludes Banking Commissioner from enforcing state fraud statutes. 113 CA 198.
Notes of Decisions
Cited in
15
cases, 1994–2018 · leading case:
Papic v. Burke, 965 A.2d 633 (Conn. App. Ct. 2009).
Papic v. Burke, 965 A.2d 633 (Conn. App. Ct. 2009).
· cites it 57× “1 In that order, the defendant found that, in connection with the offer, sale or purchase of a security, the plaintiff (1) omitted to state material facts necessary to make statements not misleading in violation of General Statutes § 36b-4 (a) (2), (2) made untrue statements of…”
Lehn v. Dailey, 825 A.2d 140 (Conn. App. Ct. 2003).
· cites it 8× “Nevertheless, our courts have interpreted an analogous statute within the Connecticut Uniform Securities Act, General Statutes § 36b-4, which contains language identical to the relevant language of § 36b-5.”
State v. Andresen, 773 A.2d 328 (Conn. 2001).
· cites it 4× “to 1995) § 36b-4 (2), 10 and five counts of selling unregistered securities in violation of § 36b-16.”
IM PARTNERS v. Debit Direct Ltd., 394 F. Supp. 2d 503 (D. Conn. 2005).
· cites it 5× “CUSA Claim The plaintiffs assert a cause of action- under the Connecticut Uniform Se *518 curities Act, Conn. Gen.Stat. § 36b-4 (“CUSA”). The statute provides that: [n]o person shall, in connection with the offer, sale or purchase of any security, directly or indirectly: (1)…”
State v. Groppi, 840 A.2d 42 (Conn. App. Ct. 2004).
· cites it 4× “The defendant was arrested and charged with seven counts of fraud in the sale of securities in violation of General Statutes § 36b-4. The defendant and the state reached a plea agreement under which he would plead guilty to one count of fraud in the sale of securities, *313 pay…”
Connecticut Nat'l Bank v. Giacomi, 659 A.2d 1166 (Conn. 1995).
· cites it 2× “Due to this transfer, the above provision is now codified in similar language at General Statutes § 36b-4. To prevent confusion we will refer to relevant provisions of CUSA according to their designations in effect during the period of time at issue in this case, but we will…”
Slainte Investments Ltd. P'ship v. Jeffrey, 142 F. Supp. 3d 239 (D. Conn. 2015).
· cites it 2× “Plaintiff' filed the Amended Complaint on February 10, 2015, which alleges claims for: Fraud; Civil Theft; Breach of Contract; Violation of the Connecticut Unfair Trade Practices Act (“CUTPA,” C.”
Cellular Technical Servs. Co. v. Trueposition, Inc., 609 F. Supp. 2d 223 (D. Conn. 2009).
· cites it 4× “, and the Connecticut Uniform Securities Act, Conn. Gen.Stat. §§ 36b-4 and 36b-29. Plaintiffs also assert common law claims of breach of fiduciary duty, fraud, conspiracy to defraud, and unjust enrichment.”
Demiraj v. Uljaj, 50 A.3d 333 (Conn. App. Ct. 2012).
· cites it 10× “, and specifically General Statutes § 36b-4 (a) and (b). We reverse in part the judgment of the trial court.”
Shulansky v. Rodriguez, 669 A.2d 638 (Conn. Super. Ct. 1994).
· cites it 2× “This prohibition is stated as follows in General Statutes § 36-472 (transferred to General Statutes § 36b-4 in 1995): “No person shall, in connection with the offer, sale or purchase of any security, directly or indirectly: (1) Employ any device, scheme or artifice to defraud;…”
Patriot Expl., LLC v. SandRidge Energy, Inc., 951 F. Supp. 2d 331 (D. Conn. 2013).
· cites it 2× “Connecticut Uniform Securities Act Claims The plaintiffs bring claims pursuant to the Connecticut Uniform Securities Act for violation of Conn. Gen.Stat. §§ 36b-4 and 36b-29(a) (Second Cause of Action) and Conn.”
— Conn. Gen. Stat. § 36b-4(a) — 2 cases
IM PARTNERS v. Debit Direct Ltd., 394 F. Supp. 2d 503 (D. Conn. 2005).
“CUSA Claim The plaintiffs assert a cause of action- under the Connecticut Uniform Se *518 curities Act, Conn. Gen.Stat. § 36b-4 (“CUSA”). The statute provides that: [n]o person shall, in connection with the offer, sale or purchase of any security, directly or indirectly: (1)…”
— Conn. Gen. Stat. § 36b-4(a)(2) — 2 cases
IM PARTNERS v. Debit Direct Ltd., 394 F. Supp. 2d 503 (D. Conn. 2005).
“CUSA Claim The plaintiffs assert a cause of action- under the Connecticut Uniform Se *518 curities Act, Conn. Gen.Stat. § 36b-4 (“CUSA”). The statute provides that: [n]o person shall, in connection with the offer, sale or purchase of any security, directly or indirectly: (1)…”
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