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LAIDLAW & COMPANY (UK) LTD.
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act;
WHEREAS, Laidlaw is a broker-dealer registered in Connecticut under the Act since February 27, 2003, and has its principal office located at 41 Dover Street, London, England, W1S 4NS. The firm also maintains several U.S. offices, including a branch office at 750 East Main Street, Suite 502, Stamford, Connecticut 06902;
WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking, conducted an examination of Laidlaw pursuant to Section 36b-14(d) of the Act and 36b-31-14f of the Regulations, and a related investigation under Section 36b-26 of the Act to determine whether Laidlaw had violated, was violating or was about to violate any provision of Act or any regulation or order under the Act (the “Investigation and Examination”);
WHEREAS, as a result of the Investigation and Examination, the Division obtained evidence that Laidlaw offered and sold unregistered securities in or from Connecticut in contravention of Section 36b-16 of the Act;
WHEREAS, the Commissioner believes that the foregoing evidence would support the imposition of administrative sanctions against Laidlaw pursuant to Sections 36b-27(a), 36b-27(d) and/or Section 36b-15 of the Act;
WHEREAS, an administrative proceeding initiated under Sections 36b-15 and 36b-27 of the Act would constitute a “contested case” within the meaning of Section 4-166(2) of the General Statutes of Connecticut;
WHEREAS, Laidlaw desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matters described herein;
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by stipulation or agreed settlement, unless precluded by law;
WHEREAS, Laidlaw, through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;
AND WHEREAS, Laidlaw, through its execution of this Stipulation and Agreement, represents and agrees that none of the violations alleged in this Stipulation and Agreement shall occur in the future;
NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
No later than the date this Stipulation and Agreement is executed by the Commissioner, Laidlaw shall remit to the department, by cashier’s check, certified check or money order, payable to “Treasurer, State of Connecticut,” the sum of seven thousand five hundred dollars ($7,500) as an administrative fine;
Laidlaw, [its] officers, directors, representatives, agents, employees, affiliates, and successors in interest shall refrain from engaging, directly or indirectly, in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act;
|3.||Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Laidlaw based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by or on behalf of Laidlaw and reflected herein is subsequently determined to be untrue; and|
|4.||This Stipulation and Agreement shall become binding when executed by Laidlaw and the Commissioner.|
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
|Dated at Hartford, Connecticut||_______/s/_________|
|this 11th day of April 2012.||Howard F. Pitkin|
I, Marc Ellis, state on behalf of Laidlaw & Company (UK) Ltd., that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Laidlaw & Company (UK) Ltd.; and that Laidlaw & Company (UK) Ltd. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
Laidlaw & Company (UK) Ltd.
Chief Compliance Officer
State of: N.Y.
County of: N.Y.
On this 9th day of April 2012, before me, the undersigned officer, personally appeared Marc Ellis, who acknowledged himself to be the Chief Compliance Officer of Laidlaw & Company (UK) Ltd., a U.K. corporation, and that he, as such Chief Compliance Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by himself as Chief Compliance Officer.
In witness whereof I hereunto set my hand.
Notary Public/Commissioner of the Superior Court
My Commission Expires: 7/31/2014