SECTIONS 25300-25302 - California Statutes

CORPORATIONS CODE

SECTION 25300-25302

25300. (a) No person shall publish any advertisement in this state
concerning any security sold or offered for sale in this state unless
a true copy of the advertisement has first been filed in the office
of the commissioner at least three business days prior to the
publication or such shorter period as the commissioner may by rule or
order allow.
(b) Subdivision (a) of this section does not apply to:
(1) Any advertisement for any security published by a licensed
broker-dealer if he or she is not effecting transactions in such
security as an underwriter or other participant in a distribution for
the issuer;
(2) Any advertisement for any security published by an issuer or
any underwriter or other participant in a distribution for the issuer
if the security or transaction is exempted by the provisions of
Chapter 1 (commencing with Section 25100) of Part 2 of this division;
(3) Any advertisement for any security in a nonissuer transaction
if the security is exempted by Section 25100 or an offer of the
security is exempted by subdivision (g) of Section 25104;
(4) Any advertisement permitted or required by Section 5(b)(2) or
Section 2(10)(b) of the Securities Act of 1933 with respect to a
security which has been registered under the Securities Act of 1933
and qualified for sale in this state;
(5) Any advertisement with respect to (A) a security that is
subject to Sections 25100.1 and 25101.1 and the advertisement is
permitted or required under the Securities Act of 1933, (B) a
transaction that is subject to Section 25102.1 and the advertisement
is permitted or required under the Securities Act of 1933, or (C) an
investment adviser that is subject to Section 25230.1 and the
advertisement is permitted or required under the Investment Adviser
Act of 1940; or
(6) Any other advertisement exempted by rule of the commissioner.

25301. All advertisements published by any broker-dealer that are
exempted from filing by paragraph (1) or paragraph (6) of subdivision
(b) of Section 25300 shall be approved prior to use by signature or
initial of an officer, partner, or responsible supervisory official
of the broker-dealer and the signed or initialed copy shall be
retained by the broker-dealer in an appropriate file for a period of
three years, subject to examination by the commissioner.

25302. (a) No person shall publish any advertisement concerning any
security in this state after the commissioner finds that the
advertisement contains any statement that is false or misleading or
omits to make any statement necessary in order to make the statements
made, in the light of the circumstances under which they were made,
not misleading and so notifies the person in writing. Such
notification may be given summarily without notice or hearing. At any
time after the issuance of a notification under this section, the
person desiring to use the advertisement may in writing request that
the order be rescinded. Upon the receipt of such a written request,
the matter shall be set down for hearing to commence within 15
business days after such receipt unless the person making the request
consents to a later date. After such hearing, which shall be
conducted in accordance with the provisions of the Administrative
Procedure Act, Chapter 5 (commencing with Section 11500) of Part 1 of
Division 3 of Title 2 of the Government Code, the commissioner shall
determine whether to affirm and continue or to rescind such order,
and the commissioner shall have all the powers granted under such
act.
(b) This section does not apply to any advertisement for any
security which is subject to the supervision, regulation or
examination of any of the following:
(1) The Insurance Commissioner.
(2) The Commissioner of Financial Institutions.
(3) The Public Utilities Commission.
(4) The Office of Thrift Supervision.
(5) The Comptroller of the Currency of the United States.
(6) The Federal Deposit Insurance Corporation.
(7) The Board of Governors of the Federal Reserve System.