Alaska Administrative Code
Title 3 - Commerce, Community, and Economic Development
Part 1 - Banking, Securities, Small Loans and Corporations
Chapter 08 - Securities
Article 8 - General Provisions
3 AAC 08.900 - Advertising and sales literature
Universal Citation: 3 AK Admin Code 08.900
Current through February 24, 2025
(a) Except as provided in (c) of this section, an advertisement to be used or circulated in connection with the sale and promotion of a public offering of securities is subject to the following requirements and restrictions:
(1) at least 10 days before the intended use
or dissemination of the advertisement, the applicant shall file with the
administrator one copy of the proposed material;
(2) the use of the material is permitted if
not disallowed by the administrator by written notice or otherwise within 10
days from the date filed;
(3) the
administrator will not issue formal approval of the literature, and the user is
responsible for determining the accuracy and reliability of the statements and
material to be used in conformity with this section.
(b) The use of any of the following devices or sales presentations constitutes a deceptive or misleading practice:
(1) comparison charts or graphs showing a
distorted, unfair, or unrealistic relationship between the issuer's past
performance, progress, or success and that of another company, business,
industry, or investment medium;
(2)
the use of the layout format, size, kind, and color of type to attract
attention to favorable or incomplete portions of the advertising matter, or to
minimize less favorable, modified, or modifying portions necessary to make the
entire advertisement a fair and truthful representation;
(3) statements or representations that
(A) by themselves predict future profit,
success, appreciation, or performance, or that otherwise relate to the merit or
potential of the securities;
(B)
are positive or imperative in form; and
(C) fail to clearly indicate that they
represent solely the opinion of the publisher or author;
(4) generalized conclusions, opinions,
representations, or statements based upon a particular set of facts and
circumstances, unless those facts and circumstances are stated and modified or
explained by those additional facts or circumstances as are necessary to make
the entire advertisement a full, fair, and truthful representation;
(5) sales kits or film clips, displays, or
exposures that, alone or by sequence and progressive compilation, tend to
present to the prospective purchaser a cumulative or composite picture or
impression of certain or exaggerated potential, profit, safety, or returns, or
of an assured or extraordinary investment opportunity or similar
benefit;
(6) distribution, by
words, pictures, charts, graphs, or other means, of nonfactual or inaccurate
data, or of material based upon conjectural, unfounded, extravagant, or
flamboyant claims, assertions, or predictions, or upon excessive
optimism;
(7) a package or bonus
deal, prize, gift, gimmick, or similar inducement, combined with or dependent
upon the sale of some other product, contract, or service, unless that unit or
combination has been fully disclosed and specifically described and identified
in the application as the security being offered;
(8) performance figures or charts used to
market investment advisory services, unless the figures or charts comply with
the Performance Presentation Standards (PPS) or Global Investment Performance
Standards (GIPS) of the Association for Investment Management and Research; the
Performance Presentation Standards as revised as of February 12, 1999 and the
Global Investment Performance Standards as revised as of April 14, 1999 are
adopted by reference; this paragraph does not apply to individual account
performance reports intended for use only by an individual client in assessing
the individual's account;
(9)
performance figures or charts not verified by an independent member of the
Association for Investment Management and Research (AIMR), if the performance
figures or charts are advertising intended for an individual; this paragraph
does not apply to individual account performance reports intended for use only
by an individual client in assessing the individual's account.
(c) The following advertisements are not subject to (a) of this section, unless specifically prohibited:
(1) a "tombstone" advertisement that contains
no more than the following information:
(A)
the name and address of the issuer;
(B) the identity or title of the
security;
(C) the per-unit offering
price, number of shares, and amount of the offering;
(D) a brief, general description of the
business;
(E) the name and address
of the underwriter, or the address where an offering circular or prospectus can
be obtained;
(F) the date of
issuance;
(2) dividend
notices, proxy statements, and reports to shareholders, including investment
company quarterly and semiannual reports;
(3) sales literature, advertisements, or
market letters prepared in conformity with the applicable regulations and in
compliance with the filing requirements of the SEC, FINRA, or a national
securities exchange, and not found by that agency or organization to be out of
compliance with those regulations and requirements;
(4) factual or information letters, bulletins
or releases, similar to newsletters, relating to the issuer's progress or
activities, the status of the offering, or the issuer's current financial
condition;
(5) dissemination of
data incorporated in the offering circular or prospectus, if the use of that
material out of context does not tend to detract from, distort, supersede, or
express a different meaning of the representations or disclosures contained in
the offering circular or prospectus.
(d) A person who knowingly prepares, distributes, or causes to be issued or published sales literature that is inaccurate, false, misleading, or tending to mislead in a material respect, or that is otherwise in violation of this section is subject to an administrative or civil enforcement proceeding arising under AS 45.55.
(e) For purposes of this section, an advertisement includes a
(1) display,
pamphlet, brochure, letter, article, or communication published in a newspaper,
magazine, or other periodical;
(2)
script or recording; and
(3) radio
or television announcement, broadcast, or commercial.
(4) issuer-based website, social media
account, blogging site, or other investing portal or
intermediary.
Authority:AS 45.55.150
AS 45.55.170
AS 45.55.950
Disclaimer: These regulations may not be the most recent version. Alaska may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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