New York Laws
Article 23-A - Fraudulent Practices in Respect to Stocks, Bonds and Other Securities
359-F - Exemptions From Certain Provisions of Section Three Hundred Fifty-Nine-E.

(a) Any security issued, or guaranteed by the United States or any
territory or insular possession thereof, or by the District of Columbia,
or by any state or political subdivision or agency thereof.
(b) Any security issued or guaranteed by the Dominion of Canada or by
any foreign government with which the United States is at the time of
the sale or offer for sale thereof maintaining diplomatic relations, or
by any province or political subdivision thereof.
(c) Any security issued by a national bank or by any federal land bank
or joint-stock land bank or national farm loan association under the
provisions of the federal farm loan act of July seventeenth, nineteen
hundred and sixteen, or by any corporation created or acting as an
instrumentality of the government of the United States pursuant to
authority granted by the congress of the United States.
(d) Any securities issued or guaranteed by a public service or utility
corporation, including a railroad corporation, provided such corporation
is subject to regulation or supervision either as to its rates and
charges or as to the issue of its own securities by a public commission,
board or officer of the government of the United States, or of any
territory, or insular possession thereof, or of any state or
municipality or other political subdivision thereof, or of the Dominion
of Canada, or any province thereof; also equipment and trust
certificates or equipment notes or bonds based on chattel mortgages,
leases, or agreements for conditional sale of cars, motive power, or
other rolling stock mortgaged, leased or sold to or furnished for the
use of or upon such a railroad or other public-service utility
corporation, or equipment trust certificates, or equipment notes or
bonds where the ownership or title of such equipment is pledged or
retained in accordance with the provisions of the laws of the United
States, or of any state, territory or insular possession thereof, or of
the District of Columbia, or of the Dominion of Canada, or of any
province thereof, to secure the payment of such equipment trust
certificates, bonds or notes.
(e) Any security issued by a corporation organized exclusively for
educational, benevolent, fraternal, or reformatory purposes, and not for
pecuniary profit.
(f) Any capital stock issued by a state bank, trust company or saving
institution incorporated under the laws of and subject to the
examination, supervision and control of any state or of the United
States or of any insular possession thereof.
(g) Any security which under the laws of this state is a legal
investment for savings banks or trust funds, and any securities which
are underwritten or sold by any corporation under the supervision of the
superintendent of financial services of the state of New York.
(h) Any security, other than common stock, outstanding for a period of
not less than five years, upon which no default exists in the payment of
principal or interest and upon which no such default has occurred for a
continuous immediately preceding period of five years, or in the case of
preferred stock upon which dividends specified in the certificates of
such stock have been paid for a continuous immediately preceding period
of five years.
(i) Negotiable promissory notes, drafts, and commercial paper provided
that such issue of notes, drafts and commercial paper mature in not more

than twelve months from date of issue and shall be issued within three
months after the date of sale.
(j) Any bond and mortgage sold or offered for sale in an undivided
whole.
(k) Securities which on January first, nineteen hundred and
twenty-five, have been fully listed upon any exchange, located in the
state of New York, which on said date was organized and in operation,
any securities senior thereto and additional amounts of all such
securities which thereafter become so listed so long as the same shall
remain so listed. Securities which shall become fully listed upon any
such exchange subsequent to said January first, nineteen hundred and
twenty-five, shall not be exempted as herein provided unless and until
such exchange shall cause to be duly published pursuant hereto in the
state paper as defined herein, a notice which shall contain the name of
the corporation, association, common law trust or similar organization
issuing the securities so listed, the business or post office address
thereof, the state or country where incorporated or organized, the date
of such listing and a brief description of the securities so listed.
After such publication of said notice as aforesaid, securities so listed
subsequent to January first, nineteen hundred and twenty-five, any
securities senior thereto and additional amounts of all such securities
which thereafter become so listed, shall be exempted hereunder so long
as the same shall remain so listed.
(l) Securities sold or offered for sale at any judicial, executor's,
administrator's, guardian's, or conservator's sale, or any sale by a
receiver or trustee in insolvency or bankruptcy, or at a public sale by
auction held at an advertised time and place.
(m) Sales by or for the account of a pledgee or mortgagee selling or
offering for sale or delivery, in the ordinary course of business, to
liquidate a bona fide debt, a security pledged in good faith as security
for such debt.
(n) Negotiable documents of title, foreign currency orders and calls
or options therefor.
2. The attorney general may upon application, in writing, grant
exemptions from the provisions of section three hundred fifty-nine-e,
subdivisions two, three, four, five and six to any person, partnership,
corporation, company, trust or association which is a dealer as defined
in section three hundred and fifty-nine-e, solely by reason of the fact
that it is offering to sell or selling or offering to purchase or
purchasing to or from the public, within or from this state any one or
more of the securities which are specified in any one or more of the
following paragraphs of this subdivision two of section three hundred
fifty-nine-f:
(a) Securities of a corporation which has been in existence for a
period of not less than ten years or which is a consolidation, merger,
or successor of one or more corporations which has been in existence for
a period of not less than ten years, and which have not defaulted in the
payment of principal or interest on any of its obligations for a
continuous immediately preceding period of ten years, and in the case of
preferred stock, upon which dividends specified in the certificates of
such stock have been paid for a continuous immediately preceding period
of six years, and in the case of common stock, upon which dividends have
been paid annually for a continuous immediately preceding period of six
years at the rate of not less than three per cent of the book value of
such common stock as shown by its balance sheet at the date of the close
of the fiscal year in which such dividends were paid, as certified by an
independent certified public accountant.
(b) Securities which are fully listed on any securities exchange
located in this state so long as the same shall remain so listed, and
any securities senior thereto and additional amounts of any such
securities which are so listed or which it is planned, at the time of
the offering thereof, to list.
(c) All securities which are mentioned in section three hundred
fifty-nine-f, subdivision one, with the exception of such securities as
are specified in subdivisions h and k thereof.
(d) Securities which are to be sold in a limited offering to not more
than forty persons; but the attorney-general may grant an exemption for
offerings made to more than forty persons when he deems such an
exemption within the purposes of this subdivision.
(e) Securities issued in connection with an employees' stock purchase,
savings, pension, profit-sharing, or similar benefit plan.