(a) Fraudulent and deceptive practices prohibited. It is grounds for disciplinary action if any person, in connection with the purchase or sale of any security issued by a corporate licensee or an affiliated company or in connection with any document required to be filed pursuant to this part or the act:
- (1) Employs any device, scheme, or artifice to defraud;
- (2) Makes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;
- (3) Engages in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person; or
- (4) Causes any document, correspondence, filing, or statement containing materially untrue, incorrect, or misleading information to be made or filed with the Arkansas Racing Commission, regardless of whether said information has been made or filed with another regulatory agency.
(b) Approval of proxy and information statements related to gaming.
- (1) Before any person sends to the holders of a voting security of a publicly traded corporation a proxy statement subject to 17 C.F.R. § 240.14a et seq. of the Securities and Exchange Commission, or an information statement subject to 17 C.F.R. § 240.14c et seq. of the Securities and Exchange Commission, and includes a discussion of the nature and scope of, and procedures under, the act and regulations, such proxy statement or information statement must be approved by the Arkansas Racing Commission.
- (2) A proxy statement or information statement is deemed to have been approved if it has been filed with the Arkansas Racing Commission for at least ten (10) days and the Arkansas Racing Commission has not issued a stop order during such period.
(c) Reporting requirements.
- (1) Upon the request of the Arkansas Racing Commission, whenever any material document, including any document considered to be confidential or furnished to the holders of voting securities of the publicly traded corporation, is filed by a publicly traded corporation with the Securities and Exchange Commission or with any national or regional securities exchange, such publicly traded corporation shall within five (5) business days file a true copy of such document with the Arkansas Racing Commission.
- (2) Upon the request of the Arkansas Racing Commission, whenever a publicly traded corporation receives any material document filed with the Securities and Exchange Commission by any other person relating to such publicly traded corporation, it shall, within ten (10) days following such receipt, file a true copy of such document with the Arkansas Racing Commission.
- (3) Upon the request of the Arkansas Racing Commission, each publicly traded corporation shall file with the Arkansas Racing Commission annually a list of the holders of its voting securities or more frequently as such lists are prepared.
- (4) Each publicly traded corporation shall, within sixty (60) days of election or appointment, report to the Arkansas Racing Commission, on the form prescribed by the commission, the election or appointment of any director, any executive officer, and any other officer actively and directly engaged in the administration or supervision of the gaming activities at a licensed gaming establishment of the corporate licensee.
- (5) Whenever a publicly traded corporation is informed that any person determined by the Arkansas Racing Commission to be a controlling person in respect of such corporation has disposed of any of such corporation’s voting securities, such corporation shall thereupon promptly report such information to the Arkansas Racing Commission.
- (6) Each publicly traded corporation shall file promptly with the Arkansas Racing Commission such other documents within its control as the Arkansas Racing Commission may lawfully request.