Utah Administrative Code
Topic - Commerce
Title R164 - Securities
Rule R164-25 - Record of Registration
Section R164-25-5 - Requests for Interpretive Opinions and No-action Letters
Universal Citation: UT Admin Code R 164-25-5
Current through Bulletin 2024-18, September 15, 2024
(A) Authority and purpose
(1) The Division enacts this rule under
authority granted by Subsection
61-1-25(5) and Section 61-1- 24.
(2) When
requested, the Division may interpret the statutes and rules administered by
the Division for members of the general public, prospective registrants,
attorneys, and others.
(3) When
requested, the Division also may render "no-action" letters in which the
Division advises the person soliciting its views that under a described set of
facts, the Division staff will not recommend that the Director take any action,
such as enjoining a proposed transaction, if the transaction is carried out as
described.
(4) As to the requesting
party, the Division is bound by an interpretive opinion or no-action letter.
However, because of the fact-specific nature of each request, other parties may
not rely upon an interpretive opinion or no-action letter addressed to another
party. Moreover, an interpretive opinion or no-action letter is no bar to civil
or criminal action by other parties.
(B) Request procedure
(1) Requesting parties must file two written
copies of the request for interpretive opinions or no- action
letters.
(2) Requests must include
the following:
(2)(a) a brief summary of the
statutory and rule sections to which the request pertains;
(2)(b) a detailed factual representation
concerning every relevant aspect of the proposed transaction, event or
circumstance;
(2)(c) a discussion
of current statutes, rules and legal principles relevant to the facts set
forth;
(2)(d) a statement by the
person requesting the interpretive opinion or no-action letter which indicates
why the person thinks the circumstances call for an interpretive opinion or
no-action letter, the person's own opinion in the matter, and the basis for the
opinion;
(2)(e) a representation
that there is no legal action, judicial or administrative, which relates,
directly or indirectly, to the facts set forth;
(2)(f) a representation that the transaction
in question has not been commenced or, if it has commenced, the present status
of the transaction.
(2)(g) a fee as
specified in the Division's fee schedule.
(C) Areas of no comment
The Division will not respond to requests for interpretive opinions or no-action letters that:
(1) involve the anti-fraud provisions of the
Utah Uniform Securities Act or the rules thereunder.
(2) involve transactions which have already
taken place.
(3) attempt to include
every possible type of situation which may arise in the future such that the
request is overly broad or calls for a speculative response.
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