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RULE §113.3Fair, Just, and Equitable Standards

The following factors, among others, will usually be considered in determining whether or not a securities issue is fair, just, and equitable.

  (1) General meaning. "Fair, just, and equitable" as used in the Texas Securities Act, §7.C and §10.A, means fair, just, and equitable to the new investors. It does not relate to customers or competitors of the business as such and does not apply to other business relationships of the issuer, promoter, or business. The words "fair, just, and equitable" are accorded their generally recognized meanings and are not used in any narrow, technical sense.

  (2) Limitation on liability. Issues of securities that expose public investors to unlimited liability normally are not fair, just, or equitable; however, the Securities Commissioner may consider disclosure, sophistication of investors, potential probability of liability, amount of potential liability exposure, and amount of insurance against such exposure as possible mitigating factors.

Source Note: The provisions of this §113.3 adopted to be effective January 1, 1976; amended to be effective May 11, 1979, 4 TexReg 1543; amended to be effective July 22, 1981, 6 TexReg 2383; amended to be effective June 16, 1983, 8 TexReg 1857; amended to be effective March 19, 1984, 9 TexReg 1437; amended to be effective December 6, 1998, 23 TexReg 12293.

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