R164-25-5. Requests for Interpretive Opinions and No-action Letters

(A) Authority and purpose

(1) The Division enacts this rule under authority granted by Subsection 61-1-25(5) and Section 61-1-24.

(2) When requested, the Division may interpret the statutes and rules administered by the Division for members of the general public, prospective registrants, attorneys, and others.

(3) When requested, the Division also may render "no-action" letters in which the Division advises the person soliciting its views that under a described set of facts, the Division staff will not recommend that the Director take any action, such as enjoining a proposed transaction, if the transaction is carried out as described.

(4) As to the requesting party, the Division is bound by an interpretive opinion or no-action letter. However, because of the fact-specific nature of each request, other parties may not rely upon an interpretive opinion or no-action letter addressed to another party. Moreover, an interpretive opinion or no-action letter is no bar to civil or criminal action by other parties.

(B) Request procedure

(1) Requesting parties must file two written copies of the request for interpretive opinions or no-action letters.

(2) Requests must include the following:

(2)(a) a brief summary of the statutory and rule sections to which the request pertains;

(2)(b) a detailed factual representation concerning every relevant aspect of the proposed transaction, event or circumstance;

(2)(c) a discussion of current statutes, rules and legal principles relevant to the facts set forth;

(2)(d) a statement by the person requesting the interpretive opinion or no-action letter which indicates why the person thinks the circumstances call for an interpretive opinion or no-action letter, the person's own opinion in the matter, and the basis for the opinion;

(2)(e) a representation that there is no legal action, judicial or administrative, which relates, directly or indirectly, to the facts set forth;

(2)(f) a representation that the transaction in question has not been commenced or, if it has commenced, the present status of the transaction.

(2)(g) a fee as specified in the Division's fee schedule.

(C) Areas of no comment

The Division will not respond to requests for interpretive opinions or no-action letters that:

(1) involve the anti-fraud provisions of the Utah Uniform Securities Act or the rules thereunder.

(2) involve transactions which have already taken place.

(3) attempt to include every possible type of situation which may arise in the future such that the request is overly broad or calls for a speculative response.