WILLIAM DONALD SCHAEFER, Governor

Ch. 5

(4) When acting as principal for his own account knowingly sell any security
to or purchase any security from a client, or when acting in an agency capacity for a
person other than such client knowingly effect any sale or purchase of any security for the
account of such client, without disclosing to such client in writing before the completion
of such transaction the capacity in which he is acting and obtaining the consent of the
client to such transaction.

DRAFTER'S NOTE:

Error: Incorrect cross-reference and omitted conjunction in § 11-302(a) of
the Corporations and Associations Article.

Occurred: Ch. 805, Acts of 1989, for the omitted conjunction and Ch. 619,
Acts of 1992 for the incorrect cross-reference.

11-504.

(b) A registration statement under this section shall contain the following
information and be accompanied by the following documents, in addition to the
information specified in § 11-507(a) of this subtitle and the consent to service of process
required by § 11-802(a) of this title:

(9) (vii) If any part of the proceeds is to be used to acquire any property,
including goodwill, other than in the ordinary course of business, the names and
addresses of the vendors, the purchase price, the names of any persons[,] who have
received commissions in connection with the acquisition, and the amounts of the
commissions and any other expense in connection with the acquisition, including the cost
of borrowing money to finance the acquisition;

DRAFTER'S NOTE:

Error: Extraneous comma in § 11-504(b)(9)(vii) of the Corporations and
Associations Article.

Occurred: Ch. 311, Acts of 1975. Correction by the Michie Company in the
1993 Replacement Volume of the Corporations and Associations Article is
validated by this Act.

11-703.

(a) (3) A person is civilly liable to another person if he:

(ii) Receives, directly or indirectly, any consideration from another
person for advice as to the value of securities or their purchase or sale or for acting as an
investment adviser or representative under § 11-101(f) [(1)] AND (G) of this title,
whether through the issuance of analyses, reports, or otherwise, and employs any device,
scheme, or artifice to defraud such other person or engages in any act, practice or course
of business which operates or would operate as a fraud or deceit on such other person.

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