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8 359 amended.
such person or persons is material and necessary. The provisions of the civil practice act, relating to an application for an order for the examination of witnesses before the commencement of an action and the method of proceeding on such examination, shall not apply except as herein prescribed. The order shall be granted by the justice of the supreme court to whom the application has been made with such preliminary injunction or stay as may appear to such justice to be proper and expedient and shall specify the time when and place where the witnesses are required to appear. The justice or referee may adjourn such examination from time to time and witnesses must attend accordingly. The testimony of each witness must be subscribed by him and all must be filed in the office of the clerk of the county in which such order for examination is filed. Upon a showing by the attorney-general in his application for a preliminary injunction hereunder that the defendant named in the action or an officer thereof has refused to be sworn or to be examined or to answer a material question or to produce a book or paper relevant to the inquiry when duly ordered so to do by the officer or judge duly conducting an inquiry into the subject matter forming the basis of the application for such preliminary injunction, a preliminary injunction hereunder may forthwith issue from the supreme court without any further showing by the attorney-general.
§ 5. Section three hundred and fifty-nine of such chapter as added by chapter six hundred and forty-nine of the laws of nineteen hundred and twenty-one and amended by chapter six hundred of the laws of nineteen hundred and twenty-three, is hereby amended to read as follows:
§ 359. Immunity. If any person shall ask to be excused from testifying or producing any book, paper or other document before the attorney-general or his deputy, or other officer designated by him, or before any court, or magistrate, or referee, upon any trial, investigation or proceeding initiated by the attorney-general, district attorney, grand jury or court pursuant to the provisions of this article upon the ground or for the reason that the testimony or evidence, documentary or otherwise required of him may tend to convict him of a crime or to subject him to a penalty or forfeiture, and shall notwithstanding be directed by the court, referee, magistrate or officer conducting the inquiry to testify or to produce such book, paper or document, he must none the less comply with such direction but in such event he shall not thereafter be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter or thing concerning which he may testify or produce evidence, documentary or otherwise, pursuant thereto and no testimony so given or produced shall be received against him upon any criminal action, suit or proceeding, investigation, inquisition or inquiry.
Provided, however, no person so testifying shall be exempt from prosecution or punishment for any perjury committed by him in his testimony given as herein provided for, nor shall immunity apply to corporations or to the officers as such.
§ 6. Such chapter is hereby amended by inserting therein four §§ 359cnew sections to be sections three hundred and fifty-nine-c, three added, hundred and fifty-nine-d, three hundred and fifty-nine-e, and three hundred and fifty-nine-f, to read as follows:
§ 359-c. Official securities paper. On and after the first day of June, nineteen hundred and twenty-five, the newspaper published at Albany, designated pursuant to section eighty-two of the executive law, during the period of any such designation, shall for the purposes of this article, be deemed to be the "state official securitics paper" in which shall be published the state notices pursuant to the provisions of section three hundred and fifty-nine-e and which is hereinafter referred to as "state paper.
The word "publisher" when used in this article shall be deemed to mean any person, copartnership or corporation owning and publishing any newspaper designated in any manner hereinbefore described in this section.
§ 359-d. Duties and fees of publishers. Publishers, as herein defined, upon acceptance for publication in the state official securities paper of copy for any notice to be published pursuant to the provisions of this article, shall forthwith cause such notice to be printed and published in such paper and in the form prescribed in section three hundred and fifty-nine-e hereof. Such notices may be printed and published in the body or main sheets of such newspaper or in the form of a supplement thereto; provided, however, that at all times and in each publication thereof such notices shall be grouped under the one caption or head, i. e., “Dealers in securities and offers thereof, published pursuant to the provisions of article twenty-three-a of the general business law." Each publisher may charge and receive for the publication of each such notice the fees prescribed by section fifteen hundred and fifty-one of the civil practice act, to be paid by the dealer as defined in this article, causing such notice to be published.
The publisher of any such notice, upon demand, shall furnish to any person applying therefor, upon payment of the sum of one dollar, a certificate setting forth a copy of such notice, the date upon which such notice was published or is to be published, and the charge or fee for the publication thereof, which certificate shall be admissible in any court as prima facie evidence of the facts stated therein.
The publisher of the state paper shall immediately, upon the publication of each issue thereof and of any supplement thereto, cause to be delivered to the office of the attorney-general at Albany, five copies of each such issue or supplement containing the notices herein described.
§ 359-e. Definitions; duties of dealer. The word "dealer" or "dealers" as used in sections three hundred and fifty-nine-c, three hundred and fifty-nine-d, three hundred and fifty-nine-e and three hundred and fifty-nine-f hereof, shall include every person, partnership, corporation, company, trust, or association except a domestic municipal corporation who engages directly or through an agent in the business of trading in securities in such manner
that as part of such business any of such securities are sold or offered for sale to the public in this state; or who deals in futures or market quotations of prices or values of any securities or accepts margins on prices or values of said securities. The business of trading in securities within the meaning of this section shall not include an isolated transaction in which a specific security is sold or offered for sale, by the owner thereof, or by his representative, for the owner's account, such sale or offer of sale not being made in the course of repeated and successive transactions of a like character by such owner, or for his account by such representative, and such owner or representative not being the issuer or underwriter of such security. A sale or offer of sale to the public shall not include an isolated transaction of the nature above mentioned; any sale or offer of sale to any person engaged in the business of acquiring securities for the purpose of resale to the public; any sale or offer of sale to a banker, to a dealer or to a corporation or to any syndicate or group formed for the specific purpose of acquiring such securities for resale to the public directly or through other syndicates or groups, or any sale or offer of sale upon the floor of any exchange to a broker in securities. 1. After the thirty-first day of May, nineteen hundred and twenty-five, no dealer shall sell or offer for sale to the public within this state, as principal, broker or agent, any securities issued or to be issued unless and until a notice, containing the name, business or post office address of such dealer and if such dealer is a corporation the state or country of incorporation thereof, and if a partnership the names of the partners, has been published in the state paper, to be known as the "state notice.” The dealer shall furnish copy for such publication to the publishers in the following form:
Name(s) of dealer (s)
Business address(es) or post office address(es) (state which)..
If a corporation, the state or country in which incorporated......
If a partnership, the names of the partners.
2. After the thirty-first day of May, nineteen hundred and twenty-five, no dealer shall sell or offer for sale to the public within this state as principal, broker or agent, any securities issued or to be issued which are not exempted from the provisions of this subdivision by section three hundred and fifty-nine-f hereof unless and until such dealer shall cause to be published
further state notice containing the information, other than the names of partners, required to be published by subdivision one of this section, but opposite heading "Name(s) of dealer(s)", if the person or persons causing such notices to be published are acting pursuant to the provisions of subdivision three of this section, there shall be added either the words "syndicate manager" or "syndicate managers" as the case may be; and in addition thereto and as part of each such further notice the name
of the security or securities, name, post office address and state or country of incorporation or organization of the corporation, association, common law trust or similar organization issuing or to issue the security or securities to be sold or offered for sale, in the following form:
Name(s) of security or securities.
Name of issuer of securities....
Post office address of issuer of securities.
The state or country in which organized.
Two or more dealers may jointly publish such further notice. required by this subdivision, and a dealer or exchange may include in the same notice the description of two or more securities.
3. Whenever a dealer shall have become a member of a selling group, or syndicate, herein called syndicate, formed pursuant to a written agreement for the purpose of effecting the sale or distribution to the public of a particular issue of securities, and the sale or offer of sale or distribution of such securities to the public by dealers is not exempted from the provisions of subdivision two of this section by section three hundred and fifty-nine-f hereof, any member of such syndicate shall be deemed to have complied with the provisions of subdivision two of this section without the publication of any notice required by such subdivision in connection with the sale or offer of sale of such securities if the syndicate manager or managers specified in said syndicate agreement, at least one of whom maintains an office in this state, shall have agreed with the members of said selling syndicate to cause to be published a state notice respecting such securities in the form required by subdivision two of this section. Such notices shall be published at or before the time the securities described therein are sold or offered for sale to the public, and may be published either in the name or names of the syndicate manager or managers or in the name of one of them who maintains an office in this state, to be designated in said agreement.
Whenever a syndicate manager or managers shall have agreed in writing with the members of any such selling syndicate to cause the notices to be published pursuant to the provisions of this subdivision, the syndicate manager or managers designated in said agreement to cause such notices to be published as herein before provided, shall be deemed to be a dealer or dealers in such securities within the meaning of this article notwithstanding anything to the contrary contained in section three hundred and fifty-nine-e hereof.
Whenever a dealer, or an exchange pursuant to the provisions of subdivision k of section three hundred and fifty-nine-f hereof, shall have filed for publication with a publisher and such publisher shall have accepted any notice herein required to be published, or shall have prepared such notice in the form herein prescribed and have forwarded the same together with the fee for publication thereof enclosed, by registered mail, postage prepaid and properly
addressed to such publisher, such dealer, or exchange as to the contents of such notice and the publication thereof, shall be deemed to have complied with the requirements of this section.
§ 359-f. Exemptions from certain provisions of section three hundred and fifty-nine-e: The provisions of subdivision two of section three hundred and fifty-nine-e shall not apply to any transactions relating to the sale or offering for sale of any of the following described securities by a dealer therein :
(a) Any security issued, or guaranteed by the United States or any territory or insular possession thereof, or by the District of Columbia, or by any state or political subdivision or agency thereof.
(b) Any security issued or guaranteed by any foreign government with which the United States is at the time of the sale or offer for sale thereof maintaining diplomatic relations, or by the Dominion of Canada, or by any province or political subdivision thereof.
(c) Any security issued by a national bank or by any federal land bank or joint-stock land bank or national farm loan association under the provisions of the federal farm loan act of July seventeenth, nineteen hundred and sixteen, or by any corporation created or acting as an instrumentality of the government of the United States pursuant to authority granted by the congress of the United States.
(d) Any securities issued or guaranteed by a public service or utility corporation, including a railroad corporation, provided such corporation is subject to regulation or supervision either as to its rates and charges or as to the issue of its own securities by a public commission, board or officer of the government of the United States, or of any territory, or insular possession thereof, or of any state or municipality or other political subdivision thereof, or of the Dominion of Canada, or any province thereof; also equipment and trust certificates or equipment notes or bonds based on chattel mortgages, leases, or agreements for conditional sale of cars, motive power, or other rolling stock mortgaged, leased or sold to or furnished for the use of or upon such a railroad or other public-service utility corporation, or equipment trust certificates, or equipment notes or bonds where the ownership or title of such equipment is pledged or retained in accordance with the provisions of the laws of the United States, or of any state, territory or insular possession thereof, or of the District of Columbia, or of the Dominion of Canada, or of any province thereof, to secure the payment of such equipment trust certificates, bonds, or notes.
(e) Any security issued by a corporation organized exclusively for educational, benevolent, fraternal, or reformatory purposes, and not for pecuniary profit.
(f) Any capital stock issued by a state bank, trust company or saving institution incorporated under the laws of and subject to the examination, supervision and control of any state or of the United States or of any insular possession thereof.