bluelaw(蓝色法规)和blueskylaw(蓝天法)（2）

会计考友

　　Registration of Securities Transactions
　　It is important to keep in mind that before a security is sold in a state， there must be a registration in place to cover the transaction， and， the brokerage firm， and the stock broker， must each be registered in the state， or otherwise exempt from the registration requirements.
　　With few exceptions， every offer or sale of a security must， before it is offered or sold in a state， be registered or exempt from registration under the securities， or blue sky laws， of the state（s） in which the security is offered and sold. Similarly， every brokerage firm， every issuer selling its own securities and an individual broker or issuer representative （i.e.， finder） engaged in selling securities in a state， must also be registered in the state， or otherwise exempt from such registration requirements. Most states securities laws are modeled after the Uniform Securities Act of 1956 （"USA"）。 To date， approximately 40 states use the USA as the basis for their state blue sky laws.
　　However， although most blue sky laws are modeled after the USA， blue sky statutes vary widely and there is very little uniformity among state securities laws. Therefore， it is vital that each state's statutes and regulations be reviewed before embarking upon any securities sales activities in a state to determine what is permitted， or not permitted， in a particular state. To make matters more complicated， while some states may have identical statutory language or regulations covering particular activities or conduct， their interpretation may differ dramatically from state to state. However， state Securities Commission staff are available to assist in answering questions regarding particular statutory provisions or regulations.
　　Fortunately， many types of securities， and many transactions in securities， are exempt from state securities registration requirements. For example， many states provide for transactional exemptions for Regulation D private offerings， provided there is full compliance with SEC Rules 501-503. However， through certain types of offerings or transactions may not require registration， many states require filings or place additional conditions on exemptions available for many different offerings for which exemptions are available. The best advice， then， is before offering any security for sale in any state， experienced Blue Sky counsel should be retained to review the applicable state blue sky laws and take any action necessary to permit the offering to be made in the particular state.
　　The National Securities Markets Improvement Act of 1996 （"NSMIA"） was enacted in October， 1996 in response to the states' failure to uniformly regulate certain types of national securities offerings. Among other changes， NSMIA amended Section 18 of the Securities Act of 1933， as amended （the "Act"）， thereby creating a class of securities - referred to as "covered securities" - the offer and sale of which （through licensed broker-dealers） are no longer subject to state securities law registration requirements. Covered securities include： securities listed （or approved for listing） on the NYSE， AMEX and the Nasdaq/National Market， and securities of the same issuer which are equal in rank or senior to such listed securities； mutual fund shares； securities sold to certain qualified purchasers （as yet not defined by the SEC）； certain securities exempt under Section 3（a） of the Act （including government or municipal securities， bank securities and commercial paper）； and securities exempt from registration under the Act if sold in transactions complying with Rule 506 of Regulation D under the Act. Although NSMIA preempts state securities registration requirements， NSMIA preserves the right of the states to investigate and prosecute fraud.
　　As a result of NSMIA， states may no longer require the registration of covered securities； however， states may， as permitted under NSMIA， require filings and the payment of fees for offers and sales in their state of covered securities other than those which are listed （or approved for listing） on the designated exchanges or securities senior to such securities （i.e.； preferred shares or debt securities of an issuer with common stock listed on the designated exchanges）。 Additionally， since NSMIA only preempts state securities registration requirements， broker-dealer and agent/salesperson registration requirements （applicable to individuals engaged in the offer and sale of covered securities） must still be examined to determine whether action is required to be taken in connection with a particular offering or transaction. Therefore， although covered securities are no longer subject to substantive state review， blue sky action with respect to offerings of covered securities is still necessary.

会计考友

　　Brokers， Dealers and Agents
* P- g3 A6 R9 G% h- a　　In the area of Broker-Dealer and Agent （stock broker） registration， the Blue Sky laws are equally convoluted， with each state having different requirements. Fortunately， many states have abandoned use of their own particular forms and submissions， and permit the registration filings for broker-dealers and agents to be made through the National Association of Securities Dealer's Central Registory Depository system （CRD）， and utilize the examinations conducted by the NASD for testing purposes.
8 s# L2 X: R6 \　　However， even here， and despite the advent of the CRD （and now， Web CRD）， many states insist on following their own particular regulatory procedures for registering both broker-dealer firms and their registered both broker-dealer firms and their registered employees have their own policies. For example， initial broker-dealer registrations may not be made through CRD in such states as California， Hawaii， Michigan， （others） certain states require certified or audited financials， which are not required by the NASD. Nearly every state requires a stock broker to take and pass the NASD Series 63 exam， except Colorado， Florida， Louisiana， Maryland， Ohio and Vermont.
　　The myraid of state regulations continues to plague the securities industry， causing untold delays and inadvertant violations by even the most careful brokerage firm. For registered representatives， even a simple matter like changing brokerage firms can result in a loss of business， for the transfer of the registration from one broker-dealer to the next can take days or weeks.
　　In an effort to reduce those delays， the TAT system was introduced in 1984， which permits a broker to transfer his registration to another firm， assuming he does not have any disciplinary record without any delays， and gives the broker 21 days to complete the registration process for each particular state. However， even today， over 10 years later， only 20 states permit brokers to TAT their registration to a new firm， and to be immediately registered without the delays attendant in physically transfering the registration in every state.
2 l( C  Y& M9 X/ i1 U. b4 w. p　　Conclusion
　　As can be seen from even this brief overview， the State Blue Sky laws are a complicated web of regulations， from 50 different jurisdictions. Add to that mix a complex series of SEC rules and regulations， and regulations from the NASD and the various securities exchanges， and one can well imagine why the securities industry is indeed the most highly regulated industry in the country.
  ]$ \2 i: [0 F7 S% E　　Later revisions to this document will examine the effect these regulations have on the industry