N.Y. General Business Law § 359-f: Exemptions from certain provisions of section three hundred fifty-nine-e

§ 359-f. Exemptions from certain provisions of section three hundred

fifty-nine-e. 1. The provisions of subdivision eight 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 the Dominion of Canada or 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 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.

(g) Any security which under the laws of this state is a legal

investment for savings banks or trust funds, and any securities which

are underwritten or sold by any corporation under the supervision of the

superintendent of financial services of the state of New York.

(h) Any security, other than common stock, outstanding for a period of

not less than five years, upon which no default exists in the payment of

principal or interest and upon which no such default has occurred for a

continuous immediately preceding period of five years, or in the case of

preferred stock upon which dividends specified in the certificates of

such stock have been paid for a continuous immediately preceding period

of five years.

(i) Negotiable promissory notes, drafts, and commercial paper provided

that such issue of notes, drafts and commercial paper mature in not more

than twelve months from date of issue and shall be issued within three

months after the date of sale.

(j) Any bond and mortgage sold or offered for sale in an undivided

whole.

(k) Securities which on January first, nineteen hundred and

twenty-five, have been fully listed upon any exchange, located in the

state of New York, which on said date was organized and in operation,

any securities senior thereto and additional amounts of all such

securities which thereafter become so listed so long as the same shall

remain so listed. Securities which shall become fully listed upon any

such exchange subsequent to said January first, nineteen hundred and

twenty-five, shall not be exempted as herein provided unless and until

such exchange shall cause to be duly published pursuant hereto in the

state paper as defined herein, a notice which shall contain the name of

the corporation, association, common law trust or similar organization

issuing the securities so listed, the business or post office address

thereof, the state or country where incorporated or organized, the date

of such listing and a brief description of the securities so listed.

After such publication of said notice as aforesaid, securities so listed

subsequent to January first, nineteen hundred and twenty-five, any

securities senior thereto and additional amounts of all such securities

which thereafter become so listed, shall be exempted hereunder so long

as the same shall remain so listed.

(l) Securities sold or offered for sale at any judicial, executor's,

administrator's, guardian's, or conservator's sale, or any sale by a

receiver or trustee in insolvency or bankruptcy, or at a public sale by

auction held at an advertised time and place.

(m) Sales by or for the account of a pledgee or mortgagee selling or

offering for sale or delivery, in the ordinary course of business, to

liquidate a bona fide debt, a security pledged in good faith as security

for such debt.

(n) Negotiable documents of title, foreign currency orders and calls

or options therefor.

2. The attorney general may upon application, in writing, grant

exemptions from the provisions of section three hundred fifty-nine-e,

subdivisions two, three, four, five and six to any person, partnership,

corporation, company, trust or association which is a dealer as defined

in section three hundred and fifty-nine-e, solely by reason of the fact

that it is offering to sell or selling or offering to purchase or

purchasing to or from the public, within or from this state any one or

more of the securities which are specified in any one or more of the

following paragraphs of this subdivision two of section three hundred

fifty-nine-f:

(a) Securities of a corporation which has been in existence for a

period of not less than ten years or which is a consolidation, merger,

or successor of one or more corporations which has been in existence for

a period of not less than ten years, and which have not defaulted in the

payment of principal or interest on any of its obligations for a

continuous immediately preceding period of ten years, and in the case of

preferred stock, upon which dividends specified in the certificates of

such stock have been paid for a continuous immediately preceding period

of six years, and in the case of common stock, upon which dividends have

been paid annually for a continuous immediately preceding period of six

years at the rate of not less than three per cent of the book value of

such common stock as shown by its balance sheet at the date of the close

of the fiscal year in which such dividends were paid, as certified by an

independent certified public accountant.

(b) Securities which are fully listed on any securities exchange

located in this state so long as the same shall remain so listed, and

any securities senior thereto and additional amounts of any such

securities which are so listed or which it is planned, at the time of

the offering thereof, to list.

(c) All securities which are mentioned in section three hundred

fifty-nine-f, subdivision one, with the exception of such securities as

are specified in subdivisions h and k thereof.

(d) Securities which are to be sold in a limited offering to not more

than forty persons; but the attorney-general may grant an exemption for

offerings made to more than forty persons when he deems such an

exemption within the purposes of this subdivision.

(e) Securities issued in connection with an employees' stock purchase,

savings, pension, profit-sharing, or similar benefit plan.