STATE OF NEW YORK
________________________________________________________________________
5855
2011-2012 Regular Sessions
IN ASSEMBLY
March 2, 2011
___________
Introduced by M. of A. TOWNS, N. RIVERA, STEVENSON -- read once and
referred to the Committee on Judiciary
AN ACT to amend the general business law, in relation to the further
state notice filing requirement
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. Subdivision 2 of section 359-c of the general business law,
2 as amended by chapter 166 of the laws of 1991, is amended to read as
3 follows:
4 2. The department of state shall collect a fee of seventy-five dollars
5 for filing and publishing each state notice and each further state
6 notice, except that, in the case of a further state notice filed by a
7 debt evading foreign state or a state-owned corporation of a debt evad-
8 ing foreign state, the department of state shall collect a fee for
9 filing and publishing each such further state notice in an amount equal
10 to the greater of fifteen million dollars or one and a half percent of
11 the aggregate offering amount or, in the case of debt securities, the
12 aggregate principal amount, of (a) in the case of an offering pursuant
13 to an effective registration statement under the United States Securi-
14 ties Act of 1933, all securities covered by such registration statement,
15 or (b) in the case of any other offering, all securities offered by such
16 debt evading foreign state or state-owned corporation of a debt evading
17 foreign state (whether in New York or in any other state) as part of the
18 same offering and in any related offering.
19 § 2. Section 359-c of the general business law is amended by adding a
20 new subdivision 3 to read as follows:
21 3. The following terms, whenever used or referred to in this article,
22 shall have the following meaning unless a different meaning clearly
23 appears from the context:
24 (a) "Agency or instrumentality of a foreign state" shall mean any
25 entity:
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD09621-01-1
A. 5855 2
1 (1) which is a separate legal person, corporate or otherwise, and
2 (2) which is an organ of a foreign state or a province or political
3 subdivision thereof, or a majority of whose shares or other ownership
4 interest is owned by a foreign state or a province or political subdivi-
5 sion thereof, and
6 (3) which is neither a citizen of a state of the United States, nor
7 created under the laws of any third country.
8 (b) "Final judgment" shall mean any judgment that is no longer eligi-
9 ble to be appealed to any court.
10 (c) "Foreign state" shall mean any governmental unit other than the
11 United States, or any state, district, commonwealth, territory, or insu-
12 lar possession thereof, and includes a province or political subdivision
13 of a foreign state.
14 (d) (1) "Debt evading foreign state" shall mean any foreign state
15 that:
16 (i) has one or more final judgments entered against it by any state or
17 federal court located in New York, including any final judgment
18 originally issued in a foreign court that is filed or registered in New
19 York, in the combined amount of which judgments exceed one hundred
20 million dollars;
21 (ii) fails to satisfy in full any such judgment for a period of more
22 than two years after the judgment becomes a final judgment, regardless
23 of whether such judgment became a final judgment before the date of the
24 enactment of this subdivision; and
25 (iii) is not a foreign state eligible for:
26 (A) financing through the International Development Association; or
27 (B) debt relief under the Enhanced HIPC Initiative (as defined in
28 section 1625(e)(3) of the United States International Financial Insti-
29 tutions Act); or
30 (C) debt relief under the Multilateral Debt Relief Initiative of the
31 International Monetary Fund.
32 (2) For purposes of this subdivision, references to a debt evading
33 foreign state shall include any agency or instrumentality of a foreign
34 state and state-owned corporation of a debt evading foreign state, as
35 defined in this subdivision.
36 (e) "State-owned corporation of a debt evading foreign state" shall
37 mean any corporation or entity, other than a natural person:
38 (1) that is an agency or instrumentality of a foreign state that is a
39 debt evading foreign state; or
40 (2) a majority of the shares or other ownership interest of which is
41 held, either directly or indirectly, by a debt evading foreign state or
42 by an agency or instrumentality of a foreign state that is a debt evad-
43 ing foreign state.
44 § 3. Subdivision 8 of section 359-e of the general business law, as
45 added by chapter 692 of the laws of 1959, is amended to read as follows:
46 8. (a) After this subdivision as hereby amended takes effect no dealer
47 shall sell or offer for sale to the public within this state as princi-
48 pal or agent, any securities issued or to be issued which are not
49 exempted from the provisions of this subdivision by section three
50 hundred [and] fifty-nine-f [hereof] of this article unless and until
51 such dealer shall cause to be filed a "further state notice" containing
52 the information, other than the names of partners, required to be
53 published by subdivision two of this section, but opposite the heading
54 "name of dealer", if the person or persons causing such notice to be
55 filed are acting pursuant to the provisions of this subdivision, there
56 shall be added either the words "syndicate manager" or "syndicate manag-
A. 5855 3
1 ers" as the case may be; and in addition thereto and as part of each
2 such further state notice the name of the security or securities, name,
3 post office address and state or country of incorporation or organiza-
4 tion of the corporation, association, common law trust or similar organ-
5 ization issuing or to issue the security or securities to be sold or
6 offered for sale, in the following form:
7 FURTHER STATE NOTICE
8 Name of security or securities .........................................
9 Name of issuer of securities ...........................................
10 Post Office address of issuer of securities ............................
11 The state or country in which organized ................................
12 Two or more dealers may jointly file such further state notice
13 required by this subdivision, and a dealer or exchange must file a
14 further state notice for each issue about to be offered which has not
15 heretofore been published by the issuer. A syndicate manager or co-man-
16 ager with an office in this state may file on behalf of an entire syndi-
17 cate.
18 (b) No debt evading foreign state shall directly or indirectly (wheth-
19 er through a broker or agent, in an underwritten offering or otherwise)
20 sell or offer for sale to the public within this state any securities
21 issued or to be issued unless and until such debt evading foreign state
22 shall have: (1) caused to be filed a "further state notice" containing
23 the name of the security or securities to be sold or offered for sale
24 and the name, post office address and, if applicable, the state or coun-
25 try of incorporation or organization of the corporation or entity issu-
26 ing or to issue the security or securities to be sold or offered for
27 sale, in the form set forth in paragraph (a) of this subdivision; and
28 (2) paid any fees required to be paid by it pursuant to subdivision two
29 of section three hundred fifty-nine-c of this article. No sale or offer
30 for sale to the public within this state by a debt evading foreign state
31 (whether made directly or indirectly, through a broker or agent, in an
32 underwritten offering or otherwise) of securities issued or to be issued
33 that is pending on the date this paragraph takes effect may be consum-
34 mated (in the case of a sale) or continue (in the case of an offer for
35 sale) unless and until such debt evading foreign state shall have
36 complied with the requirements of the first sentence of this paragraph.
37 As used in this paragraph, the terms "sale" and "offer for sale" shall
38 include, without limitation, any exchange offer by a debt evading
39 foreign state and any exchange of securities pursuant to such an offer.
40 § 4. Paragraph (b) of subdivision 1 of section 359-f of the general
41 business law, as amended by chapter 980 of the laws of 1946, is amended
42 to read as follows:
43 (b) Any security issued or guaranteed by the Dominion of Canada or by
44 any foreign government with which the United States is at the time of
45 the sale or offer for sale thereof maintaining diplomatic relations
46 (other than a debt evading foreign state), or by any province or poli-
47 tical subdivision thereof.
48 § 5. This act shall take effect immediately.
