The term “equity
security” when used in this chapter means:
1. Any stock or similar security;
2. 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;
3. Any such warrant or right; or
4. Any other security which the Commissioner deems to be of
similar nature and considers necessary or appropriate, by such rules and
regulations as he may prescribe in the public interest or for the
protection of investors, to treat as an equity security.
(Added to NRS by 1971, 1824)
Every
person who is directly or indirectly the beneficial owner of more than 10
percent of any class of any equity security of a domestic stock insurer,
or who is a director or an officer of such insurer, shall:
1. File in the Office of the Commissioner within 10 days after he
becomes such beneficial owner, director or officer, a statement, in such
form as the Commissioner may prescribe, of the amount of all equity
securities of such insurer of which he is the beneficial owner; and
2. Within 10 days after the close of each calendar month
thereafter, if there has been a change in such ownership during such
month, file in the Office of the Commissioner a statement, in such form
as the Commissioner may prescribe, indicating his ownership at the close
of the calendar month and such changes in his ownership as have occurred
during such calendar month.
(Added to NRS by 1971, 1824)
1. For the purpose of preventing the unfair use of information
which may have been obtained by such beneficial owner, director or
officer by reason of his relationship to such insurer, any profit
realized by him from any purchase and sale, or any sale and purchase, of
any equity security of such insurer within any period of less than 6
months, unless such security was acquired in good faith in connection
with a debt previously contracted, shall inure to and be recoverable by
the insurer, irrespective of any intention on the part of such beneficial
owner, director or officer in entering into such transaction of holding
the security purchased or of not repurchasing the security sold for a
period exceeding 6 months.
2. Suit to recover such profit may be instituted at law or in
equity in any court of competent jurisdiction by the insurer, or by the
owner of any security of the insurer in the name and in behalf of the
insurer if the insurer fails or refuses to bring such suit within 60 days
after request or fails diligently to prosecute the same thereafter; but
no such suit shall be brought more than 2 years after the date such
profit was realized.
3. This section shall not be construed to cover any transaction
where such 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 which the Commissioner by rules and
regulations may exempt as not comprehended within the purpose of this
section.
(Added to NRS by 1971, 1825)
It is unlawful
for any such beneficial owner, director or officer, directly or
indirectly, to sell any equity security of such insurer if the person
selling the security or his principal:
1. Does not own the security sold; or
2. If the owner of the security, does not deliver it against such
sale within 20 days thereafter, or does not within 5 days after such sale
deposit it in the mails or other usual channels of transportation,
Ê but no person shall be deemed to have violated this section if he
proves that notwithstanding the exercise of good faith he was unable to
make such delivery or deposit within such time, or that to do so would
cause undue inconvenience or expense.
(Added to NRS by 1971, 1825)
1. The provisions of NRS 694A.030 do not apply to any purchase and sale, or
sale and purchase, and the provisions of NRS 694A.040 do not apply to any sale, of an equity
security of a domestic stock insurer not then or theretofore held by him
in an investment account, by a dealer in the ordinary course of his
business and incident to the establishment or maintenance by him of a
primary or secondary market (otherwise than on an exchange as defined in
the Securities Exchange Act of 1934) for such security.
2. The Commissioner may, by such rules and regulations as he deems
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 to NRS by 1971, 1826)
The
provisions of NRS 694A.020 , 694A.030
and 694A.040 do 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 to NRS by 1971, 1826)
The
provisions of NRS 694A.020 , 694A.030
and 694A.040 do not apply to equity securities of a
domestic stock insurer if:
1. Such securities are registered, or are required to be
registered, pursuant to section 12 of the Securities Exchange Act of
1934, as amended; or
2. Such domestic stock insurer has not 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
insurer would be subject to the provisions of NRS 694A.020 , 694A.030 and 694A.040 except for the provisions of this subsection.
(Added to NRS by 1971, 1826)
1. The Commissioner shall have the power to make such rules and
regulations as may be necessary for the execution of the functions vested
in him by NRS 694A.010 to 694A.070
, inclusive, and may for such purpose
classify domestic stock insurers, securities and other persons or matters
within his jurisdiction.
2. No provision of NRS 694A.020 , 694A.030 and 694A.040 imposing any liability shall apply to any
act done or omitted in good faith in conformity with any rule or
regulation of the Commissioner, notwithstanding that such rule or
regulation may, after such act or omission, be amended or rescinded or
determined by judicial or other authority to be invalid for any reason.
(Added to NRS by 1971, 1826)
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