The Vermont Statutes Online

Title 9: Commerce and Trade

Chapter 133: Insider Trading Act

• § 4301. Definitions

  The term “equity security” when used in this chapter means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any other security that the Commissioner of Financial Regulation shall consider to be of similar nature and consider necessary or appropriate, by such rules and regulations as he or she may prescribe in the public interest or for the protection of investors, to treat as an equity security. (Added 1965, No. 88, § 6.)

• § 4302. Officers and stockholders; disclosure

  Every person who is directly or indirectly the beneficial owner of more than ten percent of any class of any equity security of a domestic stock insurance company, or who is a director or an officer thereof, shall file in the office of the Commissioner of Financial Regulation on or before the first day of July, 1965, or within 10 days after the person becomes the beneficial owner, director, or officer, a statement in such form as the Commissioner may prescribe, of the amount of all equity securities of the company of which the person is the beneficial owner, and within 10 days after the close of each calendar month thereafter, if there has been a change in his or her ownership during the month, shall file in the office of the Commissioner a statement, in such form as the Commissioner may prescribe, indicating his or her ownership at the close of the calendar month and such changes in his or her ownership as have occurred during the calendar month. (Added 1965, No. 88, § 1; amended 1989, No. 225 (Adj. Sess.), § 25(b); 1995, No. 180 (Adj. Sess.), § 38(a).)

• § 4303. Penalty

  To prevent the unfair use of information that may have been obtained by the beneficial owner, director, or officer by reason of his or her relationship to the company, any profit realized by him or her from any purchase and sale, or any sale and purchase, of any equity security of the company within any period of less than six months, unless the security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the company, irrespective of any intention on the part of the beneficial owner, director, or officer in entering into the transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six months. Suit to recover the profit may be instituted in any court of competent jurisdiction by the company, or by the owner of any security of the company in the name and in behalf of the company if the company fails or refuses to bring suit within 60 days after request or fails diligently to prosecute it thereafter; but no such suit may be brought more than two years after the date the profit was realized. This section shall not be construed to cover any transaction where the beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security involved, or any transaction or transactions that the Commissioner by rules and regulations may exempt as not comprehended within the purpose of this section. (Added 1965, No. 88, § 2.)

• § 4304. Unlawful sales; delivery

  It shall be unlawful for any such beneficial owner, director, or officer, directly, or indirectly, to sell any equity security of the company if the person selling the security or his or her principal does not own the security sold, or if owning the security, does not deliver it against the sale within 20 days thereafter, or does not within five days after the sale deposit it in the mails or other usual channels of transportation; but no person may be considered to have violated this section if he or she proves that notwithstanding the exercise of good faith he or she was unable to make delivery or deposit within that time, or that to do so would cause undue inconvenience or expense. (Added 1965, No. 88, § 3.)

• § 4305. Exceptions

  The provisions of section 4303 of this title shall not apply to any purchase and sale, or sale and purchase, and the provisions of section 4303 of this title shall not apply to any sale, of an equity security of a domestic stock insurance company not then or theretofore held by him or her in an investment account, by a dealer in the ordinary course of his or her business and incident to the establishment or maintenance by him or her of a primary or secondary market otherwise than on an exchange as defined in the Securities Exchange Act of 1934 for the security. The Commissioner may, by such rules and regulations as he or she considers necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market. (Added 1965, No. 88, § 4.)

• § 4306. Arbitrage transactions

  The provisions of sections 4302-4304 of this title shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the Commissioner may adopt in order to carry out the purposes of this chapter. (Added 1965, No. 88, § 5.)

• § 4307. Federally registered and small companies excepted

  The provisions of sections 4302-4304 of this title shall not apply to equity securities of a domestic stock insurance company if (1) the securities are registered, or required to be registered under section 12 of the Securities Exchange Act of 1934, as amended, or if (2) the domestic stock insurance company does not have any class of its equity securities held of record by 100 or more persons on the last business day of the year next preceding the year in which equity securities of the company would be subject to the provisions of sections 4302-4304 of this title except for the provisions of this section. (Added 1965, No. 88, § 7.)

• § 4308. Rules and regulations of Commissioner

  The Commissioner may make such rules and regulations as may be necessary for the execution of the functions vested in him or her by sections 4302-4307 of this title and may for that purpose classify domestic stock insurance companies, securities, and other persons or matters within his or her jurisdiction. No provision of sections 4302-4304 of this title imposing any liability applies to any act done or omitted in good faith in conformity with any rule or regulation of the Commissioner, notwithstanding that the rule or regulation may, after the act or omission, be amended or rescinded, or determined by judicial or other authority to be invalid for any reason. (Added 1965, No. 88, § 8.)