CHAPTER 401. SALES AND PURCHASES

§ 401.010. [Reserved].

 For the purposes of any action or proceeding initiated by the Commission, under 2 Pa.C.S. §  503 (relating to discipline), 1 Pa. Code §  31.28 (relating to suspension and disbarment) or under any other applicable rules of practice adopted by the Commission, the phrase ‘‘act, practice or course of business’’ as used in this chapter shall include a statement, opinion, report or service by an attorney, accountant, engineer, appraiser or other professional person who examines, renders or produces a statement, opinion, report or service if such professional person knew or in the exercise of reasonable care should have known that such statement, opinion, report or service materially aided or abetted a violation of the act or the regulations adopted thereunder.

   The provisions of this §  401.020 adopted April 26, 1975, effective April 27, 1975, 5 Pa.B. 980.

 (a)  It shall be unlawful for any person to circulate, quote, present, publish or otherwise use any underwriting commitment letter, letter of intent to underwrite, or other document evidencing the present or future intent of any person to underwrite or otherwise conduct a public offering of securities, whether presently or in the future, on behalf of any issuer when such circulation, quotation, presentation, publication or other use is intended to fraudulently induce prospective public investors to purchase the securities of that issuer or any related issuer, except that this section shall not be applicable to customary disclosures to institutional investors or to the employes of a commercial bank or other financial institution for the purpose of the issuer’s obtaining financing from such institution or to disclosures among underwriters or prospective members of an underwriting group.

 (b)  Nothing in subsection (a) shall be deemed to prevent the normal disclosure of an underwriting agreement in a prospectus issued pursuant to a registration statement under the Securities Act of 1933 (15 U.S.C.A. § §  77a—77z-3), or this act.

   The provisions of this §  401.040 adopted March 14, 1975, effective March 15, 1975, 5 Pa.B. 480; reserved December 18, 1981, effective December 19, 1981, 11 Pa.B. 4310. Immediately preceding text appears at serial page (25304).