48-2-116 - Rules, forms, orders, and hearings.
48-2-116. Rules, forms, orders, and hearings.
(a) The commissioner may from time to time make, promulgate, amend, and rescind such rules, forms, and orders as are necessary to carry out the provisions of this part, including rules, forms, and orders governing registration statements, applications, and reports, and defining any terms, whether or not used in this part, insofar as the definitions are not inconsistent with the provisions of this part. For the purpose of rules and forms, the commissioner may classify securities, persons, and matters within the commissioner's jurisdiction, and prescribe different requirements for different classes.
(b) No rule, form, or order may be made, promulgated, amended, or rescinded unless the commissioner finds that the action is in the public interest, necessary for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of this part. In prescribing rules and forms, the commissioner may cooperate with the securities administrators of other jurisdictions, the securities and exchange commission, or any national securities exchange or national securities association registered under the Securities and Exchange Act of 1934, as amended, with a view to effectuating the policy of this part to achieve maximum uniformity in the form and content of registration statements, applications, and reports wherever practicable.
(c) (1) The commissioner may by rule prescribe:
(A) The form and content of financial statements required under this part;
(B) The circumstances under which consolidated financial statements shall be filed; and
(C) Whether or not any required financial statements shall be certified by independent or certified public accountants.
(2) All financial statements shall be prepared in accordance with generally accepted accounting principles or the rules adopted by the securities and exchange commission.
(d) No provision of this part imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, order, or interpretive opinion under § 48-2-117(e), of the commissioner, notwithstanding that the rule, form, or order may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
(e) (1) All rules and forms provided for in this part shall be adopted, promulgated, and contested as provided in the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
(2) No order may be entered under this part (except routine orders of effective registration, registration termination by operation of law, or registration abandonment) without:
(A) Notice to the affected parties (which shall be prior notice unless the commissioner determines that prior notice would not be in the public interest and would be detrimental to the protection of investors);
(B) Opportunity for a hearing before the commissioner; and
(C) Written findings of fact and conclusions of law.
(3) Every investigation, hearing or other proceeding (other than private investigations under § 48-2-118(a)) held under the provisions of this part which determines or affects the legal rights, duties, or privileges of particular specified parties shall be deemed to be a contested case under the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, and shall be conducted as required by that act.
[Acts 1980, ch. 866, § 16; T.C.A., § 48-16-116.]