bad-boy provision. Securities. A statutory or regulatory clause in a blue-sky law stating that certain persons, because of their past conduct, are not entitled to any type of exemption from registering their securities. Such clauses typically prohibit issuers, officers, directors, control persons, or broker-dealers from being involved in a limited offering if they have been the subject of an adverse proceeding concerning securities, commodities, or postal fraud.
[Blacks Law 8th]