Md. Code Regs. 02.02.04.13

Current through Register Vol. 51, No. 24, December 2, 2024

Section 02.02.04.13 - MLOE: Insignificant Deviations

A. Conditions. A failure to comply with a term of MLOE does not result in the loss of an exemption from the registration requirements of the Maryland Securities Act, Corporations and Associations Article, § 11-501, Annotated Code of Maryland, for an offer or sale to a particular individual or entity, if the issuer or other person relying on the exemption demonstrates that the:

(1) Failure to comply did not pertain to a term directly intended to protect that particular individual or entity or class of individuals or entities;

(2) Failure to comply did not pertain to Regulation .10C or G, Regulation .11B or C, or Regulation .12B of this chapter;

(3) Failure to comply was insignificant with respect to the offering as a whole; and

(4) Issuer made a good faith and reasonable attempt to comply with all applicable terms of MLOE.

B. Rights of Commissioner. The Commissioner retains the right to take action under the Maryland Securities Act against an issuer or other person that fails to comply with a term of MLOE, including Regulation .12D of this chapter, and establishes an exemption under MLOE only through reliance upon §A of this regulation.

Md. Code Regs. 02.02.04.13