Regulatory Alerts2016-11-08
Order Designating OTCQX Best Market as a Recognized Securities Manual
The Director of the Idaho Department of Finance issued this order to designate the OTCQX Best Market as a nationally recognized securities manual under the Uniform Securities Act. This designation allows certain exempt transactions to qualify for registration exemptions when issuers disclose information required by the OTCQX marketplace. The decision follows representations from OTC Markets Group, Inc. confirming that the platform maintains compliance with Idaho disclosure obligations and will notify the Director of any material changes to these conditions.
BEFORE THE DIRECTOR OF THE DEPARTMENT OF FINANCE In the Matter of: OTCQX Best Market OF THE STATE OF IDAHO ) ) Docket No. 2016-7-08 ) ) ORDER DESIGNATING ) A RECOGNIZED SECURITIES ) MANUAL ) )
Pursuant to §s 30-14-202(2)(d) and 30-14-203 of the Uniform Securities Act (2004),
Idaho Code § 30-14-101 et seq. (the Act), the Director finds that the following Order is
appropriate and in the public interest, and is consistent with the purposes of the Act:
(1) Idaho Code § 30-14-202(2) exempts certain transactions from the securities
registration requirements of the Act including a "nonissuer transaction by or through a brokerdealer registered, or exempt from registration under this chapter. . .in a security of a class that has
been outstanding in the hands of the public for at least ninety (90) days" if ce1iain specified
disclosures have been made by the issuer and published in a nationally recognized securities
manual. Idaho Code § 30-14-202(2) also imposes several other requirements on the issuer and
the security to qualify for the exemption.
(2) Idaho Administrative Procedure Act Rule 12.01.08.056 identifies five approved
nationally recognized securities manuals. Since the rule was approved, access to or ownership of
some of the approved manuals has changed, and at least one new manual or its electronic
equivalent is now available.
(3) By way of letter and attachments delivered via email on June 20, 2016, OTC Markets
Group, Inc. represented that their publicly available electronic markets known as the OTCQX
Best Market (OTCQX) requires that companies seeking to be included on the OTCQX disclose
all of the information required by a nationally recognized securities manual under Idaho Code §
30-14-202(2)( d), and that such companies maintain compliance with the Idaho manual
ORDER - Page 1
41147.0003.751537.3
exemption disclosure obligations as a condition of continued inclusion m the OTCQX
marketplace.
(4) By way of email dated October 18, 2016, the OTC Markets Group, Inc. represented
that they would notify the Director, in writing, if (a) the conditions imposed upon companies
seeking access or continued access to the OTCQX electronic data platform are reduced in any
material way, or (b) the OTCQX electronic data platform becomes no longer freely available to
the general public to access the information required by Idaho Code § 30-14-202(2)( d).
NOW, THEREFORE, the Director of the Idaho Depaiiment of Finance as administrator
of the State of Idaho Unifmm Securities Act hereby orders, pursuant to Idaho Code § 30-14-
202(2)( d), that the OTCQX Best Market is designated as a "nationally recognized securities
manual or its electronic equivalent" for purposes of qualifying exempt transactions pursuant to
Idaho Code§ 30-14-202(2).
IT IS SO ORDERED this day ofNovemb
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GAV M. GEE, Director: ~ : • '"t. :. _ ,...,,. :n:
Depaiiment of Finance, St ~f:Idaho- • - : tr1 ._- • • ·*• : •. SEAL : *• : .. -.. ,,.,, . . . .. .. * v·~ •• • , 0 ' ,, -r· •• • • ..:~~ ...
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ORDER - Page 2
41147.0003.751 537.3
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