Commissioner of Banking v. Johansson

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The syllabus and procedural history accompanying an opinion that appear in the Connecticut Law Journal and subsequently in the Connecticut Reports or Connecticut Appellate Reports are copyrighted by the Secretary of the State, State of Connecticut, and may not be reproduced or distributed without the express written permission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut. ************************************************  Commissioner of Banking v. Johansson COMMISSIONER OF BANKING v. ULRIKA JOHANSSON ET AL. (AC 47735) Alvord, Moll and Wilson, Js.* Syllabus The defendants appealed from the trial court’s judgment granting the application filed by the plaintiff, the Commissioner of Banking, for the enforcement of subpoenas issued to the defendants pursuant to the Con- necticut Uniform Securities Act (§ 36b-2 et seq.). The defendants claimed, inter alia, that the court improperly concluded that it had subject matter jurisdiction over the action. Held: The trial court had subject matter jurisdiction over the action, as it has express statutory authority (§ 36b-26 (c)) to enforce subpoenas issued by the commissioner, and, contrary to the defendants’ claim, the commissioner did not lack standing to seek enforcement of the subpoenas because he failed to identify any specific alleged violation of the Connecticut Uniform Securities Act that the Department of Banking was investigating. The trial court properly granted the commissioner’s application on the mer- its, as a statement on the department’s website providing that it could not become involved in matters that are in active litigation was not a regulation and had no preclusive effect on the commissioner’s investigative subpoena power, the court’s determination that the commissioner had met his burden of establishing the three prongs of the test set forth in Shulansky v. Rodri- guez (44 Conn. Supp. 72) was not improper, and the defendants’ claim that the commissioner had violated the state separation of powers doctrine by becoming involved in a matter pending before the United States Bankruptcy Court was unavailing, as that doctrine does not restrain a state administra- tive agency vis-à-vis a branch of the federal government. Argued May 18—officially released September 22, 2026 Procedural History Application for the enforcement of subpoenas issued to the defendants, brought to the Superior Court in the judicial district of Hartford, where the court, Reed, J., denied the defendants’ motion to dismiss, and the defendants appealed to this court; thereafter, the court, Reed, J., granted the application for the enforcement of subpoenas and rendered judgment thereon, from which the defendants filed an amended appeal; subsequently, * The listing of judges reflects their seniority status on this court as of the date of oral argument.  Commissioner of Banking v. Johansson this court granted the plaintiff’s motion to dismiss the defendants’ original appeal. Affirmed. Kara A. Zarchin, with whom was John F. Carberry, for the appellants (defendants). Ashley H. Meskill, assistant attorney general, with whom, on the brief, was William Tong, attorney general, for the appellee (plaintiff). Opinion MOLL, J. The defendants, Peter Johansson, Ulrika Johansson, Valuex Research, LLC, Valuex Fintech, LLC, and Valuex, Inc., appeal from the judgment of the trial court granting an application filed by the plaintiff, the Commissioner of Banking (commissioner), for the enforcement of subpoenas issued to the defendants pursu- ant to the Connecticut Uniform Securities Act (CUSA), General Statutes § 36b-2 et seq. On appeal, the defen- dants’ claims distill to whether the court incorrectly (1) determined that it had subject matter jurisdiction over this action and (2) granted the application on the merits.1 We affirm the judgment of the trial court. The following procedural history is relevant to our disposition of the defendants’ claims. In 2023, pursuant to General Statutes § 36b-26 (c),2 a provision of CUSA, the commissioner filed with the Superior Court of the judicial district of Hartford an application (applica- tion) to enforce certain subpoenas duces tecum and ad 1 Because we must address claims challenging subject matter jurisdic- tion first; see Townsend v. Commissioner of Correction, 226 Conn. App. 313, 326, 317 A.3d 1147 (2024); we address the defendants’ claims in a different order than they appear in the defendants’ principal appel- late brief. 2 General Statutes § 36b-26 (c) provides: “In case of contumacy by, or refusal to obey a subpoena issued to, any person, the superior court for the judicial district of Hartford, upon application by the commis- sioner, may issue to the person an order requiring him to appear before the commissioner, or the officer designated by him there to produce documentary evidence if so ordered or to give evidence concerning the matter under investigation or in question. Failure to obey the order of the court may be punished by the court as a contempt of court.”  Commissioner of Banking v. Johansson testificandum (subpoenas) that had been issued to the defendants in connection with an investigation into investor losses in certain convertible promissory notes (CPNs) issued by Valuex Research, LLC, and Valuex Fintech, LLC.3 According to the application, consumer complaints received by the commissioner alleged “ ‘that Valuex Research, LLC, has accepted investor money pur- suant to an agreement and failed and refused to surrender funds owed in accordance with the agreement. Specifi- cally, investors were notified that Valuex Research, LLC, was to be dissolved as of December 30, 2022, and that there were no funds available to be distributed to inves- tors.’ ” In the application, the commissioner alleged that, despite repeated attempts by the commissioner and the Department of Banking (department) to obtain information relevant to the consumer complaints from Peter Johansson and Ulrika Johansson, as principals of Valuex Research, LLC, Valuex Fintech, LLC, and Valuex, Inc., the Johanssons failed to comply with the commissioner’s requests in a timely manner. Thus, on May 5, 2023, the commissioner issued to the defendants the subpoenas at issue, with which the defendants failed to comply. Thereafter, the commissioner brought the present action to enforce the subpoenas. On December 18, 2023, the defendants filed a motion to dismiss the action for lack of subject matter jurisdiction on the ground that the commissioner lacked standing to file the application. Specifically, the defendants con- tended that, because the CPNs were issued to “accredited investors,” as defined in Rule 501 (a) under Regulation D of the Securities Act of 1933; see 17 C.F.R. § 230.501 (a) (2023); the CPNs were exempt from registration under General Statutes § 36b-21 and, therefore, fell outside the scope of CUSA. On January 2, 2024, the commissioner filed an objection to the motion to dismiss, arguing that 3 In their memorandum of law in support of the motion to dismiss, and in reliance on an averment in the sworn affidavit of Ulrika Johansson, the defendants stated that, “[a]s a vehicle for financing the operations of [Valuex] Research, [LLC] and [Valuex] Fintech, [LLC], the companies issued [CPNs] to investors.”  Commissioner of Banking v. Johansson the defendants had characterized the CPNs as securities and that CUSA’s definition of a “ ‘[s]ecurity’ ” under General Statutes § 36b-3 (19) is sufficiently expansive to qualify the CPNs as securities and to justify an inves- tigation into the parties that participated in or were involved with programs that issued the CPNs. Following the completion of briefing and oral argument, on June 7, 2024, the trial court, Reed, J., denied the motion to dismiss, reasoning that the commissioner had standing to file the application. On June 11, 2024, the commissioner filed a motion to grant the application, which the defendants opposed. Following a hearing, on August 15, 2024, the court granted the application. This amended appeal followed.4 Additional facts and procedural history will be set forth as necessary. I We first address the defendants’ claim that the trial court lacked subject matter jurisdiction. In support of this claim, the defendants make three contentions, namely, that (1) they had a colorable claim that the com- missioner’s investigation went beyond his authority, which, according to the defendants, deprived the court of subject matter jurisdiction, (2) the commissioner lacked standing to seek enforcement of the subpoenas because he failed to identify a valid investigative purpose therefor, and (3) the commissioner lacked standing because the 4 On June 21, 2024, the defendants filed an appeal from the denial of their motion to dismiss this action (original appeal). On June 24, 2024, the commissioner filed a motion to dismiss the original appeal for lack of a final judgment. On July 3, 2024, the defendants filed an opposi- tion to the motion. On August 30, 2024, the defendants amended the original appeal to challenge the August 15, 2024 order granting the application (amended appeal). On October 30, 2024, this court granted the commissioner’s motion to dismiss the original appeal for lack of a final judgment but ordered that the amended appeal may proceed. See Practice Book § 61-9. In addition, on February 18, 2025, the trial court granted a motion for articulation filed by the defendants pursuant to Practice Book § 66-5 and issued an articulation of its denial of the defendants’ motion to dismiss this action and the order granting the application.  Commissioner of Banking v. Johansson subpoenas were not properly served. We disagree and address each contention in turn. Before reaching the defendants’ arguments, we briefly address the applicable standard of review. “[I]ssues of statutory interpretation constitute questions of law over which the court’s review is plenary. The process of statutory interpretation involves the determination of the meaning of the statutory language as applied to the facts of the case, including the question of whether the language does so apply. . . . When construing a statute, [the court’s] fundamental objective is to ascertain and give effect to the apparent intent of the legislature. . . . In other words, we seek to determine, in a reasoned man- ner, the meaning of the statutory language as applied to the facts of [the] case, including the question of whether the language actually does apply. . . . In seeking to deter- mine that meaning, General Statutes § 1-2z directs us first to consider the text of the statute itself and its relationship to other statutes. If, after examining such text and considering such relationship, the meaning of such text is plain and unambiguous and does not yield absurd or unworkable results, extratextual evidence of the meaning of the statute shall not be considered.” (Internal quotation marks omitted.) Commissioner of Public Health v. Colandrea, 221 Conn. App. 631, 654, 302 A.3d 370 (2023), cert. denied, 348 Conn. 932, 306 A.3d 474 (2024). In addition, “[a] trial court’s determination of whether a plaintiff lacks standing is a conclusion of law that is subject to plenary review on appeal. . . . The question of whether a party has standing to bring an action impli- cates the court’s subject matter jurisdiction. . . . Stand- ing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he [or she] has, in an individual or representative capacity, some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy. . . . When standing is put in issue, the question is whether the person whose standing  Commissioner of Banking v. Johansson is challenged is a proper party to request an adjudica- tion of the issue . . . . Standing requires no more than a colorable claim of injury; a [party] ordinarily establishes . . . standing by allegations of injury [that he or she has suffered or is likely to suffer]. Similarly, standing exists to attempt to vindicate arguably protected interests. . . . Standing is established by showing that the party claim- ing it is authorized by statute to bring suit or is classically aggrieved.” (Internal quotation marks omitted.) Civic Mind, LLC v. Hartford, 229 Conn. App. 615, 633–34, 328 A.3d 225 (2024), cert. denied, 351 Conn. 919, 333 A.3d 103 (2025). We begin our analysis by setting forth the relevant statutory provisions under CUSA and related legal prin- ciples. Section 36b-26 provides in relevant part: “(a) The commissioner may, subject to the provisions of the Freedom of Information Act, as defined in section 1-200: (1) Make such public or private investigations within or outside of this state as the commissioner deems neces- sary to determine whether any person has violated, is violating or is about to violate any provision of sections 36b-2 to 36b-34, inclusive, or any regulation or order thereunder, or to aid in the enforcement of said sections or in the prescribing of rules and forms thereunder, (2) require or permit any person to testify, produce a record or file a statement in writing, under oath or otherwise as the commissioner determines, as to all the facts and circumstances concerning the matter to be investigated or about which an action or proceeding is to be instituted, and (3) publish information concerning any violation of said sections or any regulation or order thereunder. “(b) For the purpose of any investigation or proceeding under sections 36b-2 to 36b-34, inclusive, the commis- sioner or any officer designated by him may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, agree- ments, or other documents or records which the com- missioner deems relevant or material to the inquiry. . . .  Commissioner of Banking v. Johansson “(c) In case of contumacy by, or refusal to obey a sub- poena issued to, any person, the superior court for the judicial district of Hartford, upon application by the commissioner, may issue to the person an order requiring him to appear before the commissioner, or the officer des- ignated by him there to produce documentary evidence if so ordered or to give evidence concerning the matter under investigation or in question. Failure to obey the order of the court may be punished by the court as a contempt of court. . . .” CUSA confers upon the commissioner “broad discre- tion” to investigate possible violations thereof. Shu- lansky v. Rodriguez, 235 Conn. 465, 466, 669 A.2d 560 (1995); see also id., 467–68 (department enjoys “substan- tial discretion . . . to engage in pretrial discovery to gather evidence in advance of the filing of specific charges”). “[T]he legislature, when it endows an administrative body with responsibility for a statute’s enforcement, may authorize that body, rather than the trial court, to determine the question of coverage in the preliminary investigation of possibly existing violations. . . . An administrative body so empowered may, by virtue of such authority, develop, without interference or delay, a factual basis for the determination of whether par- ticular activities come within its regulatory authority.” (Citations omitted; internal quotation marks omitted.) Heslin v. Connecticut Law Clinic of Trantolo & Trantolo, 190 Conn. 510, 514–15, 461 A.2d 938 (1983). “Unless the administrative inquiry is plainly irrelevant, a party resisting compliance with an investigatory subpoena may not challenge the applicability of the regulatory statute to the conduct under investigation.” Shulansky v. Rodriguez, supra, 468. A The defendants maintain that the court lacked sub- ject matter jurisdiction to entertain this action because they asserted a colorable claim that “the commissioner exceeded the scope of his investigatory authority under  Commissioner of Banking v. Johansson CUSA and ignored the [so-called] matters in litigation rule.” We disagree. As an initial matter, we observe that the defendants conflate the issues of (1) whether the commissioner should have prevailed on his application on the merits in light of the so-called matters in litigation rule, which we explain in part II A of this opinion, and/or pursuant to the three part test set forth in Shulansky v. Rodriguez, 44 Conn. Supp. 72, 77, 669 A.2d 638 (1994) (memoran- dum of decision adopted by Supreme Court), aff’d, 235 Conn. 465, 669 A.2d 560 (1995), which we explain in part II B of this opinion, with (2) whether the trial court had subject matter jurisdiction over the application. As to the former, to the extent that the defendants have analyzed their challenges to the court’s granting of the application on the merits, we address those challenges in part II of this opinion. As to the latter, with respect to the defendants’ jurisdictional challenge, we note that they have cited no relevant authority for the notion that the court lacked subject matter jurisdiction to entertain the commissioner’s application filed pursuant to § 36b- 26 (c). See Amodio v. Amodio, 247 Conn. 724, 728, 724 A.2d 1084 (1999) (“[o]nce it is determined that a tribunal has authority or competence to decide the class of cases to which the action belongs, the issue of subject mat- ter jurisdiction is resolved in favor of entertaining the action” (internal quotation marks omitted)). Simply put, according to its express terms, § 36b-26 (c) provides the Superior Court for the judicial district of Hartford with subject matter jurisdiction over an action to enforce a subpoena issued by the commissioner pursuant to § 36b-26 (a) and (b) in the event of “contu- macy . . . or refusal to obey a subpoena” on the part of the subpoenaed party. In such event, § 36b-26 (c) provides the court with the statutory authority (1) to “issue to the person an order requiring him to appear before the commissioner, or the officer designated by him there to produce documentary evidence if so ordered or to give evidence concerning the matter under investigation or  Commissioner of Banking v. Johansson in question” and (2) to punish a failure to obey such order as a contempt of court. B The defendants also assert that the commissioner lacked standing to file the application because he failed to identify, to them or to the court, a valid investigative purpose underlying the issuance of the subpoenas. We disagree. The following additional procedural history is relevant to our resolution of this claim. The subpoenas issued by the commissioner, along with cover letters accompanying them, provided in relevant part that the commissioner was conducting his investigation pursuant to § 36b-26. In the application, the commissioner stated that he “ha[d] received complaints from consumers alleging that Valuex Research, LLC, has accepted investor money pursuant to an agreement and failed and refused to surrender funds owed in accordance with the agreement. Specifically, investors were notified that Valuex Research, LLC, was to be dissolved as of December 30, 2022, and that there were no funds available to be distributed to investors.” (Internal quotation marks omitted.) In its articulation, relying on Shulansky v. Cambridge- Newport Financial Services Corp., 42 Conn. Supp. 439, 623 A.2d 1078 (1992) (Cambridge-Newport), the trial court rejected the defendants’ claim that the commis- sioner, in issuing the subpoenas, was required, but failed, to specify any alleged violation of CUSA. In Cambridge- Newport, the defendant presented a claim that “the commissioner should not be permitted to enforce [an investigative] subpoena without first proving facts and circumstances by which he claims jurisdiction over the defendant and that a failure to do so deprives the defendant of due process.” Id., 444. The court in Cam- bridge-Newport rejected this claim, reasoning that “[t]he purpose of the investigative subpoena involved in the present case is to enable the commissioner to determine whether there has been a violation of the law. Prior to  Commissioner of Banking v. Johansson conducting an investigation, the commissioner is clearly not in a position to give the defendant notice of ‘the facts or conduct alleged to be in violation of the law.’ ” Id. In the present case, as a threshold matter, the defen- dants again conflate a merits question (i.e., whether the commissioner must identify the statutory provision(s) at issue in his investigation) with a subject matter jurisdic- tional question (i.e., whether he has standing to pursue the enforcement of investigatory subpoenas). In any event, the defendants cite to no authority for the premise of their standing claim, namely, that the commissioner was statutorily required to identify the investigative purpose underlying the subpoenas. Although § 36b-26 (a) provides that the commissioner may investigate, as he deems necessary, “whether any person has violated, is violating or is about to violate any provision of sec- tions 36b-2 to 36b-34, inclusive,” there is no express statutory language requiring him to identify in advance any particular provision thereunder, and we reject the defendants’ claim on this basis. To require the commis- sioner to articulate an investigative purpose, beyond the explanation that he did provide in connection with the issuance of the subpoenas, would contravene the purpose of the subpoenas themselves. Moreover, the defendants’ premise ignores our Supreme Court’s holding in Shulan- sky v. Rodriguez, supra, 235 Conn. 468, that, “[u]nless the administrative inquiry is plainly irrelevant, a party resisting compliance with an investigatory subpoena may not challenge the applicability of the regulatory statute to the conduct under investigation.” In sum, we conclude that the commissioner was not bound by a requirement to alert the defendants of any specific alleged violation of CUSA being investigated by the department, and, contrary to the defendants’ claim, the commissioner had standing to bring the present action even in the absence of having done so. C Relatedly, the defendants also claim that the commis- sioner lacked standing to file the application because the  Commissioner of Banking v. Johansson subpoenas were not properly served on them. This claim warrants little discussion. By way of background, before the trial court, the defen- dants briefly referenced the issue of service of the sub- poenas in two of their filings. First, in a footnote in their memorandum of law in support of their motion to dismiss this action, the defendants stated that “[i]ssues as to the efficacy of service [of the subpoenas] are reserved in the event this action goes forward.” Second, in a footnote in their objection to the commissioner’s motion to grant the application, with no accompanying legal analysis, the defendants stated that “[t]he issuance of the subpoenas also was improper because the commissioner never prop- erly served the defendants because the commissioner acknowledged that there was no service in hand here.” In its articulation, the trial court stated that the defen- dants “did not properly raise [that] issue. A legal basis for a motion to dismiss must be formally briefed. . . . A passing footnote without any law is insufficient for the court to consider the claim.” (Citation omitted.) First, we conclude that whether the commissioner properly served the subpoenas on the defendants has no bearing on his standing to seek enforcement of the subpoenas pursuant to § 36b-26 (c). Second, as this claim does not implicate the commissioner’s standing, it is subject to our rules of preservation. See Townsend v. Commissioner of Correction, 226 Conn. App. 313, 326 n.13, 317 A.3d 1147 (2024) (“Our Supreme Court has stated that [o]nly in [the] most exceptional circumstances can and will this court consider a claim, constitutional or otherwise, that has not been raised and decided in the trial court. . . . One such exceptional circumstance is a claim that implicates the trial court’s subject matter jurisdiction, which may be raised at any time and, thus, is not subject to our rules of preservation.” (Internal quotation marks omitted.)). In its articulation, the trial court declined to address this claim because the defen- dants had failed to raise it properly. As such, this claim was not decided by the court, and the defendants do not  Commissioner of Banking v. Johansson challenge the court’s reasoning for declining to do so. Accordingly, we decline to address this claim further. In sum, we conclude that the trial court had subject matter jurisdiction over this action. II We now turn to the defendants’ claims challenging the merits of the court’s granting of the application. First, the defendants contend that the court incorrectly deter- mined that the subpoenas were properly issued notwith- standing that, as the defendants posit, the commissioner issued the subpoenas in violation of the so-called matters in litigation rule, which the defendants claim is a regula- tion of the department that precluded the commissioner from issuing the subpoenas. Second, the defendants assert that the court improperly determined that the commissioner had proven that the subpoenas satisfied the test set forth in Shulansky v. Rodriguez, supra, 44 Conn. Supp. 77, to prevail on his application. Third, the defendants also contend that the commissioner violated the separation of powers doctrine embodied in our state constitution by impermissibly becoming involved in a matter pending in the United States Bankruptcy Court. We are not persuaded and address these contentions in turn. A The defendants assert that the commissioner issued the subpoenas in violation of what they refer to as the “matters in litigation rule,” which they contend is a department regulation by which the commissioner is bound. That is, the defendants maintain that a state- ment previously located on the department’s website providing that it could not become involved in matters that are in active litigation (statement) (1) was a valid regulation under the Uniform Administrative Procedure Act (UAPA), General Statutes § 4-166 et seq., that the department was bound to follow and (2) precluded the commissioner from issuing the subpoenas in light of certain ongoing bankruptcy proceedings. We conclude  Commissioner of Banking v. Johansson that the statement was not a regulation and had no pre- clusive effect on the commissioner’s investigative sub- poena power. The following additional facts and procedural his- tory are relevant to our resolution of this claim. At all relevant times, the department maintained a website with the heading “Consumer Assistance.” Under that heading, the website set forth the statement, which provided: “Matters in Litigation: We cannot become involved in complaints/inquiries that are in litigation or have been litigated, with the exception of judicial foreclosure of a mortgage on a primary residence in Con- necticut. However, the role of the [department] in such judicial foreclosure cases remains to enforce Connecticut Banking Law. In addition, we provide information, non- legal advice, and guidance, with contact information for appropriate community-based resources, suitable to the defendant/borrower.”5 On December 27, 2022, an involuntary bankruptcy petition was filed by certain investors against Valuex Research, LLC,6 in the United States Bankruptcy Court for the District of Connecticut. The bankruptcy court dismissed the involuntary petition on September 12, 2023.7 5 In its articulation, the court cited a link to the department’s website, which it last visited on February 14, 2025, containing the statement. That link now leads to an updated website that does not contain the statement; instead, it reads in part: “Scope of Assistance: The [depart- ment] may also be able to provide information, non-legal advice, and guidance. We are not, however, authorized to intervene in private litigation or represent private individuals or entities in litigation. Nor are we authorized to provide legal advice to private individuals or entities.” Department of Banking, Consumer Assistance, available at https://portal.ct.gov/dob/consumer/consumer-complaints/consumer- assistance (last visited September 14, 2026). On the basis of the record before us, it is apparent that the trial court and the parties relied on the statement as it appeared on the department’s website when the court last visited it on February 14, 2025, and the parties continue to rely on that particular statement on appeal. 6 The involuntary petition listed, inter alia, Valuex Fintech, LLC, and Valuex, Inc., as aliases of Valuex Research, LLC. 7 The bankruptcy court’s judgment of dismissal was affirmed by the United States District Court for the District of Connecticut in 2024,  Commissioner of Banking v. Johansson In its articulation of its decision granting the appli- cation, the court explained that a regulation issued by a state agency under CUSA must be adopted in accor- dance with the UAPA. It further reasoned that “[Gen- eral Statutes] § 36b-31 does not require or even permit the commissioner to make rules solely through posting them on the [department’s] website.” Additionally, the court determined that “the defendants’ interpretation of the statement would significantly limit the commis- sioner’s broad authority to investigate under § 36b-26. To conclude that the department purposefully limited its primary purpose, when it simply is warning consum- ers it cannot become their personal counsel, would be to yield the ‘absurd or unworkable results,’ which § 1-2z cautions against.” Therefore, the court concluded that the statement was not enforceable upon the commis- sioner, such that it would prevent the investigation of the defendants. Before addressing the merits of the defendants’ claim, we set forth the following relevant legal principles and standard of review. Our review of whether the statement constitutes a valid regulation, which raises a question of law, is plenary. See Weber v. Pascarella Mason Street, LLC, 103 Conn. App. 710, 715, 930 A.2d 779 (2007) (“[q]uestions of law are subject to de novo review” (inter- nal quotation marks omitted)). Additionally, insofar as our analysis of the defendants’ claim requires us to interpret various statutory provisions, “[the court’s] fundamental objective is to ascertain and give effect to the apparent intent of the legislature. . . . In other words, [the court] seek[s] to determine, in a reasoned manner, the meaning of the statutory language as applied to the facts of [the] case, including the question of whether the language actually does apply. . . . In seeking to determine that meaning . . . § 1-2z directs [the court] first to consider the text of the statute itself and its relationship to other statutes. If, after examining such text and considering which decision was affirmed by the United States Court of Appeals for the Second Circuit in 2025. See In re Valuex Research, LLC, Docket No. 24-2726-bk, 2025 WL 2327172, *6 (2d Cir. August 13, 2025).  Commissioner of Banking v. Johansson such relationship, the meaning of such text is plain and unambiguous and does not yield absurd or unworkable results, extratextual evidence of the meaning of the stat- ute shall not be considered.” (Internal quotation marks omitted.) Allen v. Commissioner of Revenue Services, 324 Conn. 292, 307–308, 152 A.3d 488 (2016), cert. denied, 581 U.S. 1018, 137 S. Ct. 2217, 198 L. Ed. 2d 659 (2017). Moreover, “[a]dministrative regulations have the full force and effect of statutory law and are interpreted using the same process as statutory construc- tion . . . . Accordingly, [i]n conducting this analysis, we are guided by the well established principle that [i]ssues of statutory construction raise questions of law, over which we exercise plenary review.” (Citations omitted; internal quotation marks omitted.) Id., 307. Section 36b-31 (a)8 provides the commissioner with the authority to “make, amend, and rescind” regulations. Section 36b-31 (e) provides that “[a]ny regulations issued pursuant to the provisions of sections 36b-2 to 36b-34, inclusive, shall be adopted in accordance with the pro- visions of [the UAPA],” which applies to state agencies such as the department. See Gianetti v. Dunsby, 182 Conn. App. 855, 864, 191 A.3d 260 (2018) (“[t]he UAPA applies only to state agencies” (internal quotation marks omitted)). Pursuant to the clear and unambiguous language of § 36b-31 (e), the commissioner is required to comply with the UAPA when creating regulations. Any other interpretation of the statute would “yield absurd or unworkable results” under § 1-2z. Consequently, the com- missioner’s power to create regulations is not unlimited 8 General Statutes § 36b-31 (a) provides: “The commissioner may from time to time make, amend and rescind such regulations, forms and orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive, including regulations, forms and orders governing registration statements, notice filings, applications, and reports, and defining any terms, whether or not used in said sections, insofar as the definitions are not inconsistent with the provisions of said sections. For the purpose of regulations, forms and orders, the commissioner may classify securities, persons and matters within his or her jurisdiction, and prescribe different requirements for different classes.”  Commissioner of Banking v. Johansson under § 36b-31 (a), as he must comply with the provisions of the UAPA pursuant to § 36b-31 (e). Merely post- ing the statement on the department’s website is not a method of promulgating regulations pursuant to the UAPA. “To adopt a regulation under the UAPA, an agency must comply with extensive procedural require- ments, which include, among other things, legislative review and approval. See General Statutes § 4-168.” Gawlik v. Semple, Superior Court, judicial district of New Haven, Docket No. CV-XX-XXXXXXX-S (September 4, 2018) (reprinted at 197 Conn. App. 86, 125, 231 A.3d 326) (memorandum of decision adopted by this court), aff’d, 197 Conn. App. 83, 231 A.3d 326, cert. denied, 335 Conn. 953, 238 A.3d 730 (2020), cert. denied, 592 U.S. 1326, 141 S. Ct. 1713, 209 L. Ed. 2d 479 (2021). “Where rules were not adopted and promulgated pursuant to the applicable provisions of the UAPA, they are considered invalid and of no effect.” Breiner v. State Dental Com- mission, 57 Conn. App. 700, 710, 750 A.2d 1111 (2000). We therefore conclude that the statement is not a valid regulation by which the commissioner is bound. Moreover, the statement, if given the preclusive effect posited by the defendants, would be inconsistent with the commissioner’s broad statutory authority pursuant to CUSA. See part I of this opinion. Because the statement is inconsistent with the commissioner’s broad authority under CUSA, we conclude that the statement, even if it otherwise satisfied the requirements to constitute a valid regulation, had no force or effect on the commis- sioner’s authority to investigate or issue the subpoenas to the defendants in the present action.9 See Med-Trans 9 In maintaining that the commissioner was bound by the statement, the defendants also argue that the department impermissibly was act- ing as a private attorney for Eric Ross, one of the creditors who filed the involuntary bankruptcy petition against Valuex Research, LLC, in investigating the defendants while the bankruptcy matter was being litigated. This argument has no bearing on our conclusion that the statement was not legally binding on the commissioner, and, therefore, we need not address it further. Moreover, we note that adopting the defendants’ interpretation of the statement would enable any individual to commence litigation in  Commissioner of Banking v. Johansson of Connecticut, Inc. v. Dept. of Public Health & Addic- tion Services, 242 Conn. 152, 168, 699 A.2d 142 (1997) (“[w]hen a statute and a regulation conflict, the statute must prevail”). In sum, we conclude that the court correctly deter- mined that the subpoenas issued by the commissioner were proper notwithstanding the statement, which had no binding legal effect on him. B The defendants also assert that, in granting the com- missioner’s application, the court improperly determined that he had met his burden of establishing the prongs of the test set forth in Shulansky v. Rodriguez, supra, 44 Conn. Supp. 77 (Shulansky test). We disagree. “To prevail on any application for an order requiring compliance with an investigative subpoena issued under the authority of § [36b-26], the commissioner must prove that the subpoena satisfies the following three part test: first, that it was issued in the course of an investigation that he is legally authorized to conduct; second, that it seeks the production of documents, records and/or materi- als that are relevant to that investigation; and third, that it is specific and otherwise not unduly burdensome. . . . If the commissioner can make this showing, then the subpoenaed party must comply unless that party can prove by ‘independent evidence that the purpose behind the issuance of the [subpoena] was improper, i.e., that the [subpoena was] issued in order to harass or punish, rather than to gain information relevant to the investi- gation.’ ” (Citation omitted.) Id. order to pause any related investigation into the activities of that indi- vidual or others involved in such investigation, which would hinder the department, and other similar governmental bodies, from performing a crucial function, such as issuing a subpoena where there is a basis to do so. As we have explained, the commissioner has broad authority in this regard, and concluding otherwise would lead to an absurd and unworkable result.  Commissioner of Banking v. Johansson In its order denying the defendants’ motion to dismiss this action,10 the court stated: “The court concludes that the [commissioner’s] investigatory requests meet all three requireme