Agent in United States

Agent Definition

(Lat. agens, from agere, to do). One who undertakes p transact some business, or to manage some affair, for another, by the authority and on account of the latter, and to render an account of it. 1 Livermore, Ag. 67; 2 Bouv. Inst. 3. The term is one of a very wide application, and includes a great many classes of persons to which distinctive appellations are given; as, factors, brokers, attorneys, cashiers of banks, auctioneers,- clerks, supercargoes, consignees, ships’ husbands, masters of ships; and the like. The terms “agent” and “attorney” are often used synonymously. Thus, a letter or power of attorney is constantly spoken of as the formal instrument by which an agency is created. Paley, Ag. (Dunl. Ed.) 1, note. Agents are “general” or “special;” a general agent being one authorized to represent his principal in all mitters, in which case he is sometimes called a “universal agent” (g. v.), or in all matters of a particular class; a special agent, one authorized to act only on one occasion, or in one transaction. The distinction between an “agent” and a “servant” is that the former acts as a substitute for his principal, i. e., represents him in some transaction with third persons, while the latter merely performs the master’s work. In International Law. The agents of a state in international affairs are (a) the persons to whom are delegated the management of the foreign affairs of the state by the constitution, and (b) all persons directly subordinate to them, the latter being generally designated as “diplomatic agents.” Glenn, Int. Law, 105. In English Parliamentary Practice. Persons acting as solicitors in appealed cases in the privy council and house of lords are known as “agents,” or “law agents.”

Agent in the Uniform Securities Act (2002)

Section 102(2) of the Uniform Securities Act (2002) deals with Agent. Prior Provisions were: 1956 Act Section 401(b); RUSA Section 101(14). Section (102)(2), in part, follows the 1956 Act definition. The 1956 Act used the term “agent” while the RUSA Section 101(14) used the term “sales representative.” Given the broader enactment of the 1956 Act, this Act also uses the term “agent.” Certain exclusions from the 1956 Act are exemptions in this Act. See Section 402(b).

Whether a particular individual who represents a broker-dealer or issuer is an “agent” depends upon much the same factors that create an agency relationship at common law. See, e.g., Norwest Bank Hastings v. Clapp, 394 N.W.2d 176, 179 (Minn. Ct. App. 1986) (following Official Comment that establishing agency under the Uniform Securities Act “depends upon much the same factors which create an agency relationship at common law”); Shaughnessy & Co., Inc. v. Commissioner of Sec., 1971-1978 Blue Sky L. Rep. (CCH) ¶71,348 (Wis. Cir. Ct. 1977) (unlicenced person who took information relevant to securities transactions and turned it over to securities agents was himself an agent).

An individual can be an agent for a broker-dealer or issuer for a purpose other than effecting or attempting to effect purchases or sales of securities and not be a statutory agent under this Act. See, e.g., Baker, Watts & Co. v. Miles & Stockridge, 620 A.2d 356, 367 (Md. Ct. App. 1993) (attorney-client relationship is generally one of agency, but that alone does not bring an attorney within securities act definition of agent). An individual will not be an agent under Section 102(2) because of the person’s status as a partner, officer, or director of a broker-dealer or issuer if such an individual does not effect or attempt to effect purchases or sales of securities. See, e.g., Abell v. Potomac Ins. Co., 858 F.2d 1104 (5th Cir. 1988).

Section 102(2) is intended to include any individual who acts as an agent, whether or not the individual is an employee or independent contractor. Cf. Hollinger v. Titan Capital Corp., 914 F.2d 1564 (9th Cir. en banc 1990), cert. denied, 499 U.S. 976 (1991).

The word “individual” in the definition of the term “agent” is limited to human beings and does not include a juridical “person” such as a corporation. Cf. definition of “person” in Section 102(20). The 1956 Act Section 401(b) similarly was limited to individuals and did not include juridical persons. See, e.g., Connecticut Nat’l Bank v. Giacomi, 699 A.2d 101, 111-112 (Conn. 1997) (“agent” only includes natural persons when it used the term individual); Schpok v. Fodale, 236 N.W.2d 97, 99 (Mich. Ct. App. 1975) (agent defined to be individual and did not include a corporation).

An individual whose acts are solely clerical or ministerial would not be an agent under Section 102(2). Cf. Section 402(b)(8). Ministerial or clerical acts might include preparing written communications or responding to inquiries.

Agent meaning

An agent is a person granted the authority of another to act on their behalf. The agent is subject to the control of s/he who grants the agency. The grantor of the power of agency is known as the principal, and s/he determines the extent of the powers of the agent. The agency may be gratuitous or compensated and the agency agreement may be oral or written.

In France, agent is a “Partie du contrat d’agence qui prend à titre permanent l’engagement de négocier la conclusion d’affaires pour un ou plusieurs mandants ou d’en conclure en leur nom et pour leur compte,sans être liée envers eux par un contrat de travail.” (Code des obligations,art.418a al.1(RS 220))

In Italy, agent is a “Parte del contratto d’agenzia che assume stabilmente l’impegno di trattare la conclusione di affari per uno o più mandanti o di conchiuderne in loro nome o per loro conto,senza essere vincolato ad essi da un rapporto di lavoro. (Codice delle obbligazioni,art.418a cpv.1(RS 220))

Agent in Foreign Legal Encyclopedias

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See Also

Principle, Master, Servant, Respondeat Superior, Vicarious liability, Constructive liability

Definition of Agent in the Uniform Securities Act (2002)

“Agent” means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer’s securities. But a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under the Uniform Securities Act (2002).

Agent (of a party) in the context of the Political Party Committees

In this context, Agent (of a party) may be defined as follows: An agent is any person who has actual authority, either expressed or implied, to engage in certain activities on behalf of the committee. • In the case of state, district and local party committees, these activities are 1) expending or disbursing any funds for federal election activity; 2) transferring or accepting transfers of funds for federal election activity; 3) engaging in joint fundraising activity if any part of the funds are to be used for federal election activity; or 4) soliciting any funds for, or making or directing any donations to, any tax-exempt 501(c) organization or 527 organization that is not also a political committee, a party committee or an authorized campaign committee. 300.2(b)(2). • In the case of the national party committees, these activities are 1) soliciting, directing or receiving a contribution, donation or transfer of funds; or 2) soliciting any funds for, or making or directing donations to, any tax-exempt 501(c) organization or 527 organization that is not also a political committee, a party committee or an authorized campaign committee. 300.2(b)(1). • In the case of communications, for all party committees, the activities include requesting or suggesting that a communication be created, produced or distributed; creating, producing or distributing any communication at the request of a candidate; or being materially involved in the content or distribution of a communication.109.3(a).