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New York Blue Sky Laws

New York regulates securities primarily through the Martin Act, enforced by the Bureau of Investor Protection and Securities within the New York Attorney General's office. The Martin Act grants the Attorney General broad anti-fraud enforcement powers, including the ability to pursue securities violations without proving intent or reliance, a scope unmatched by most state securities regulators.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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New York Blue Sky Laws

Regulatory Body
New York Attorney General, Bureau of Investor Protection and Securities
Primary Statute
Martin Act (N.Y. Gen. Bus. Law Art. 23-A, 352 et seq.)

Registration Requirements

New York does not have a traditional state-level securities registration system. Instead, compliance centers on the Martin Act's anti-fraud and disclosure requirements. Reg D Rule 506 offerings are federal covered securities and are not subject to New York state registration. However, issuers must still comply with the Martin Act's anti-fraud provisions. There is no state notice filing fee for Reg D offerings in New York.

Key Provisions of New York Securities Law

Understanding the core regulatory framework in New York:

1

The Martin Act grants the Attorney General broad anti-fraud authority without requiring proof of intent, reliance, or damages

2

Securities offerings in New York must comply with the Martin Act's filing and disclosure requirements

3

The Attorney General can investigate, subpoena witnesses and documents, and bring civil and criminal enforcement actions

4

New York does not have a traditional registration-by-qualification system like many other states

5

The Martin Act covers a broader range of conduct than federal securities law

Available Exemptions in New York

New York provides the following exemptions from full securities registration:

  • Federal covered securities (Reg D Rule 506, Reg A+ Tier 2, exchange-listed) are preempted from state registration under NSMIA
  • New York does not require Form D notice filing for Reg D offerings (one of the few states with no notice filing requirement)
  • Institutional investor transactions
  • Isolated nonissuer transactions
  • Government securities

Penalties for Non-Compliance in New York

The Martin Act provides for civil penalties, disgorgement of profits, permanent injunctions barring individuals from the securities industry, and criminal penalties including felony charges. The Attorney General can seek restitution for harmed investors. The Martin Act's low burden of proof (no need to show intent) makes New York enforcement particularly powerful. Penalties for criminal violations can include substantial prison time.

How New York Blue Sky Laws Affect Your Transaction

New York is the center of U.S. financial markets and a major hub for M&A activity. While New York does not require Reg D notice filing, the Martin Act's broad anti-fraud provisions apply to all securities transactions involving New York investors or conducted from New York. Any M&A transaction involving New York-based shareholders, investors, or financial intermediaries should account for Martin Act compliance. Acquisition Stars works with securities counsel to ensure compliance with New York's unique regulatory framework.

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Acquisition Stars handles M&A transactions nationwide and works with securities counsel on blue sky compliance and securities offerings. Senior attorney Alex Lubyansky provides direct counsel on every M&A engagement. We tell you who would handle your matter before any introduction, and you decide whether to proceed.

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Submit your transaction details for a preliminary assessment. We help with the M&A side of the transaction and work with securities counsel on multi-state filings for Reg D, Reg A+, and Reg CF offerings involving New York.

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Frequently Asked Questions

Common questions about New York blue sky laws and securities compliance

What is the Martin Act?
The Martin Act (N.Y. Gen. Bus. Law Art. 23-A) is New York's primary securities enforcement statute. It is unique because it does not require the Attorney General to prove intent, reliance, or damages to establish a securities violation. This makes it one of the most powerful state securities enforcement tools in the country.
How does New York enforce the Martin Act?
Enforcement runs through the Bureau of Investor Protection and Securities within the Attorney General's office. The Attorney General can investigate, issue subpoenas for witnesses and documents, and bring both civil and criminal actions without first proving intent or reliance. Remedies include injunctions, disgorgement, restitution to harmed investors, and, in criminal matters, felony charges.
Does New York require Form D notice filing?
No. New York is one of the few states that does not require a Form D notice filing for Reg D Rule 506 offerings, and there is no related state filing fee. Issuers must still comply with the Martin Act's anti-fraud provisions when selling securities to New York investors.
Are real estate syndications exempt from Martin Act registration?
New York's Martin Act framework includes a carve-out for real estate syndication offerings, commonly handled through a Form 99 filing with the Attorney General's Real Estate Finance Bureau rather than full securities registration. Eligibility depends on how the offering is structured and disclosed, so sponsors should confirm the exemption applies before relying on it.
How is New York different from other states?
New York does not have a traditional registration system. Instead, enforcement centers on the Martin Act, which gives the Attorney General broader authority than most state securities regulators. The low burden of proof and broad scope make New York enforcement uniquely powerful.
Does the Martin Act apply to M&A transactions?
Yes. The Martin Act applies to any securities transaction involving New York investors or conducted from New York. Stock-for-stock mergers, PIPE offerings, and other securities issuances in M&A deals must comply with the Martin Act's anti-fraud provisions.

Blue Sky Laws in Nearby States

New Jersey Blue Sky Laws NJ
Connecticut Blue Sky Laws CT
Massachusetts Blue Sky Laws MA
Pennsylvania Blue Sky Laws PA
View all 50 state blue sky law guides →

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