NASAA's Proposed Adoption of a Statement of Policy Regarding Multi-State Review of Requests for Interpretive Opinions and No-Action Letters
The NASAA Coordinated Interpretations Project Group requests comment from the public on the adoption of a new Statement of Policy Regarding Multi-State Review of Requests for Interpretative Opinions and No-Action Letters.
The comment period begins February 20, 2009 and will remain open for 30 days. Accordingly, all comments should be submitted on or before March 22, 2009. Comments should be directed by email or in writing to:
Rick A. Fleming
Office of the Securities Commissioner
618 S. Kansas Avenue
Topeka, Kansas 66603
750 First Street, NE, Suite 1140
Washington, DC 20002-4251
Background and Purpose of the Proposed Statement of Policy
Many state securities regulators have the authority 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. Some states also 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 subsection 413(e) of the Uniform Securities Act of 1956, as amended, and subsection 605(d) of the Uniform Securities Act (2002).
Subsection 420(b)(7) of the 1956 USA and subsection 608(c)(9) of the 2002 USA 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. Toward those ends, NASAA proposes this Statement of Policy.
Summary of the Proposed Statement of Policy
The proposed Statement of Policy describes the application and review process for multi-state consideration of requests for interpretive opinions and no-action letters. The proposed Statement of Policy contains the following major elements:
- Section II contains definitions, including the terms “interpretive opinion” and “no-action letter.”
- Section III places restrictions on the types of matters that qualify for multi-state review. For example, it prohibits requests concerning purely hypothetical situations and transactions that have already occurred.
- Sections IV and V contain rules governing the content of the request letter, citation to state laws, payment of fees, etc.
- Section VI describes the review process. Conference calls and a list-serve will be used to facilitate communication between states, and responses to requests for interpretive opinions and no-action letters should be generated within 60 days.
- Section VII contains optional disclaimers for the states to consider using.