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CONTENTS

Page

Sec. 1. Short title

Sec. 2. Definitions

Sec. 3. Exempted securities

Sec. 4. Exempted transactions

Sec. 5. Prohibitions relating to interstate commerce and the mails

Sec. 6. Registration of securities and signing of registration statement

Sec. ?. Information required in registration statement
Sec. 8. Taking effect of registration statements and amendments thereto

Sec. 8A. Cease-and-desist proceedings

Sec. 9. Court review of orders

Sec. 10. Information required in prospectus

Sec. 11. Civil liabilities on account of false registration statement

Sec. 12. Civil liabilities arising in connection with prospectuses and

communications

Sec. 13. Limitation of actions

Sec. 14. Contrary stipulations void

Sec. 15. Liability of controlling persons

Sec. 16. Additional remedies

Sec. 17. Fraudulent interstate transactions

Sec. 18. Exemption from State regulation of securities offerings

Sec. 19. Special powers of Commission

Sec. 20. Injunctions and prosecution of offenses

Sec. 21. Hearings by Commission

Sec. 22. Jurisdiction of offenses and suits

Sec. 23. Unlawful representations

Sec. 24. Penalties

Sec. 25. Jurisdiction of other Government agencies over securities

Sec. 26. Separability of provisions

Sec. 27. Private securities litigation

Sec. 27A. Application of safe harbor for forward-looking statements

Sec. 28. General exemptive authority

SECURITIES EXCHANGE ACT OF 1934

Sec. 1. Short title

Sec. 2. Necessity for regulations as provided in this title

Sec. 3. Definitions and application of title

Sec. 4. Securities and Exchange Commission

Sec. 4A. Delegation of functions by Commission

Sec. 4B. Transfer of functions with respect to assignment of personnel to

Chairman

Sec. 5. Transactions on unregistered exchanges

Sec. 6. National securities exchanges

Sec. 7. Margin requirements

Sec. 8. Restrictions on borrowing by members, brokers, and dealers

Sec. 9. Prohibition against manipulation of security prices

Sec. 10. Regulation of the use of manipulative and deceptive devices

Sec. 10A. Audit requirements

Sec. 11. Trading by members of exchanges, brokers, and dealers

Sec. 11A. National market system for securities; securities information

processors

Sec. 12. Registration requirements for securities

Sec. 13. Periodical and other reports

Sec. 14. Proxies

Sec. 15. Registration and regulation of brokers and dealers

147 155 162 176

178

187 195 196

197

Sec. 15A. Registered securities associations
Sec. 15B. Municipal securities
Sec. 15C. Government securities brokers and dealers
Sec. 16. Directors, officers, and principal stockholders
Sec. 17. Accounts and records, examinations of exchanges, members, and

others
Sec. 17A. National system for clearance and settlement of securities

transactions
Sec. 17B. Automated quotation for penny stocks
Sec. 18. Liability for misleading statements
Sec. 19. Registration, responsibilities, and oversight of self-regulatory

organizations
Sec. 20. Liability of controlling persons and persons who aid and abet

violations
Sec. 20A. Liability to contemporaneous traders for insider trading
Sec. 21. Investigations; injunctions and prosecution of offenses
Sec. 21A. Civil penalties for insider trading
Sec. 21B. Civil remedies in administrative proceedings
Sec. 21C. Cease-and-desist proceedings
Sec. 21D. Private securities litigation
Sec. 21E. Application of safe harbor for forward-looking statements
Sec. 22. Hearings by Commission
Sec. 23. Rules, regulations, and orders; annual reports
Sec. 24. Public availability of information
Sec. 25. Court review of orders and rules
Sec. 26. Unlawful representations
Sec. 27. Jurisdiction of offenses and suits
Sec. 27A. Special provision relating to statute of limitations on private

causes of action
Sec. 28. Effect on existing law
Sec. 29. Validity of contracts
Sec. 30. Foreign securities exchanges
Sec. 30A. Prohibited foreign trade practices by issuers
Sec. 31. Transaction fees
Sec. 32. Penalties
Sec. 33. Separability of provisions
Sec. 34. Effective date
Sec. 35. Authorization of appropriations
Sec. 35A. Requirements for the EDGAR system
Sec. 36. General exemptive authority

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PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

263 264

272 274 274

276

277

279 280

Sec. 1. Necessity for control of holding companies
Sec. 2. Definitions
Sec. 3. Power to make particular exemptions regarding holding companies,

subsidiary companies, and affiliates
Sec. 4. Transactions by unregistered holding companies
Sec. 5. Registration of holding companies
Sec. 6. Unlawful security transactions by registered holding and subsidiary

companies
Sec. 7. Declarations by registered holding and subsidiary companies in

respect of security transactions Sec. 8. Acquiring interest in electric and gas utility companies serving same

territory Sec. 9. Acquisition of securities and utility assets and other interests Sec. 10. Approval of acquisition of securities and utility assets and other

interests
Sec. 11. Simplification of holding company systems
Sec. 12. Intercompany loans; dividends; security transactions; sale of utility

assets; proxies; other transactions
Sec. 13. Service, sales, and construction contracts
Sec. 14. Periodic and other reports
Sec. 15. Accounts and records
Sec. 16. Liability for misleading statements
Sec. 17. Officers, directors, and other affiliates
Sec. 18. Investigations; injunctions, enforcement of title, and prosecution of

offenses
Sec. 19. Hearings by Commission

281 283

287 290 292 292 294 295

296 297

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Sec. 20. Rules, regulations, and orders
Sec. 21. Effect on existing law
Sec. 22. Information filed with the Commission
Sec. 23. Annual reports of Commission
Sec. 24. Court review of orders
Sec. 25. Jurisdiction of offenses and suits
Sec. 26. Validity of contracts
Sec. 27. Liability of controlling persons; preventing compliance with title
Sec. 28. Unlawful representations
Sec. 29. Penalties
Sec. 30. Study of public-utility and investment companies
Sec. 31. Hiring and leasing authority of the Commission
Sec. 32. Exempt wholesale generators
Sec. 33. Treatment of foreign utilities
Sec. 34. Exempt telecommunications companies
Sec. 35. Separability of provisions
Sec. 36. Short title

.

297 299 299 299 299 300 301 301 302 302 302 303 303 307 310 315 315

TRUST INDENTURE ACT OF 1939

319 320 321 323 325 327

328 329 330 330 336 339 341

342 347

Sec. 301. Short title
Sec. 302. Necessity for regulation
Sec. 303. Definitions
Sec. 304. Exempted securities and transactions
Sec. 305. Securities required to be registered under Securities Act
Sec. 306. Securities not registered under Securities Act
Sec. 307. Qualification of indentures covering securities not required to be

registered
Sec. 308. Integration of procedure with Securities Act and other Acts
Sec. 309. When qualification becomes effective; effect of qualification
Sec. 310. Eligibility and disqualification of trustee
Sec. 311. Preferential collection of claims against obligor
Sec. 312. Bondholders lists
Sec. 313. Reports by indenture trustee
Sec. 314. Reports by obligor; evidence of compliance with indenture

provisions
Sec. 315. Duties and responsibility of the trustee
Sec. 316. Directions and waivers by bondholders; prohibition of impairment

of holder's right to payment
Sec. 317. Special powers of trustee; duties of paying agents
Sec. 318. Effect of prescribed indenture provisions
Sec. 319. Rules, regulations, and orders
Sec. 320. Hearings by Commission
Sec. 321. Special powers of the Commission
Sec. 322. Court review of orders; jurisdiction of offenses and suits
Sec. 323. Liability for misleading statements
Sec. 324. Unlawful representations
Sec. 325. Penalties
Sec. 326. Effect on existing law
Sec. 327. Contrary stipulations void
Sec. 328. Separability of provisions

INVESTMENT COMPANY ACT OF 1940
Sec. 1. Findings and declaration of policy
Sec. 2. General definitions
Sec. 3. Definition of investment company
Sec. 4. Classification of investment companies
Sec. 5. Subclassification of management companies
Sec. 6. Exemptions
Sec. 7. Transactions by unregistered investment companies
Sec. 8. Registration of investment companies
Sec. 9. Ineligibility of certain affiliated persons and underwriters
Sec. 10. Affiliations of directors
Sec. 11. Offers of exchange
Sec. 12. Functions and activities of investment companies
Sec. 13. Changes in investment policy
Sec. 14. Size of investment companies
Sec. 15. Investment advisory and underwriting contracts

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359 360 373 380 380 381 384 386 388 394 396 397 402 402 403

.........

Sec. 16. Changes in board of directors; provisions relative to strict trusts
Sec. 17. Transactions of certain affiliated persons and underwriters
Sec. 18. Capital structure
Sec. 19. Dividends
Sec. 20. Proxies; voting trusts; circular own

wnership
Sec. 21. Loans
Sec. 22. Distribution, redemption, and repurchase of redeemable securities
Sec. 23. Distribution and repurchase of securities: closed-end companies
Sec. 24. Registration of securities under Securities Act of 1933
Sec. 25. Plans of reorganization
Sec. 26. Unit investment trusts
Sec. 27. Periodic payment plans
Sec. 28. Face-amount certificate companies
Sec. 29. Bankruptcy of face-amount certificate companies
Sec. 30. Periodic and other reports; reports of affiliated persons
Sec. 31. Accounts and records
Sec. 32. Accountants and auditors
Sec. 33. Filing of documents with Commission in civil actions
Sec. 34. Destruction and falsification of reports and records
Sec. 35. Unlawful representations and names
Sec. 36. Breach of fiduciary duty
Sec. 37. Larceny and embezzlement
Sec. 38. Rules, regulations, and orders; general powers of Commission
Sec. 39. Rules and regulations; procedure for issuance
Sec. 40. Orders; procedure for issuance
Sec. 41. Hearings by Commission
Sec. 42. Enforcement of title
Sec. 43. Court review of orders
Sec. 44. Jurisdiction of offenses and suits
Sec. 45. Information filed with commission
Sec. 46. Annual reports of Commission; employees of the Commission
Sec. 47. Validity of contracts
Sec. 48. Liability of controlling persons; preventing compliance with title
Sec. 49. Penalties
Sec. 50. ect on existing la
Sec. 51. Separability of provisions
Sec. 52. Short title
Sec. 53. Effective date
Sec. 54. Election to be regulated as a business development company
Sec. 55. Functions and activities of business development companies
Sec. 56. Qualifications of directors
Sec. 57. Transactions with certain affiliates
Sec. 58. Changes in investment policy
Sec. 59. Incorporation of provisions
Sec. 60. Functions and activities of business development companies
Sec. 61. Capital structure
Sec. 62. Loans
Sec. 63. Distribution and repurchase of securities
Sec. 64. Accounts and records
Sec. 65. Liability of controlling persons; preventing compliance with title

406 408 411 416 416 417 417 419 420 423 424 427 430 437 437 440 442 443 443 444 444 446 446 447 447 447 447 450 451 451 452 452 452 453 453 453 453 453 454 454 456 456 462 462 462 462 465 465 466 467

INVESTMENT ADVISERS ACT OF 1940

Sec. 201. Findings
Sec. 202. Definitions
Sec. 203. Registration of investment advisers
Sec. 203A. State and Federal responsibilities
Sec. 204. Annual and other reports
Sec. 204A. Prevention of misuse of nonpublic information
Sec. 205. Investment advisory contracts
Sec. 206. Prohibited transactions by registered investment advisers
Sec. 206A. Exemptions
Sec. 207. Material misstatements
Sec. 208. General prohibitions
Sec. 209. Enforcement of title
Sec. 210. Publicity
Sec. 211. Rules, regulations, and orders
Sec. 212. Hearings
Sec. 213. Court review of orders

471 471 475 485 487 487 487 489 489 489 490 490 492 493 494 494

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Sec. 214. Jurisdiction of offenses and suits
Sec. 215. Validity of contracts
Sec. 216. Annual reports of Commission
Sec. 217. Penalties
Sec. 218. Hiring and leasing authority of the Commission
Sec. 219. Separability of provisions
Sec. 220. Short title
Sec. 221. Effective date
Sec. 222. State regulation of investment advisers

494 495 495 495 496 496 496 496 496

SECURITIES INVESTOR PROTECTION ACT OF 1970

501 501 501 507 512 517 518 519 523 525 526 528 528 529 530 532

539

541

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Sec. 1. Short title
Sec.

2. Application of Securities Exchange Act of 1934
Sec. 3. Securities Investor Protection Corporation
Sec. 4. SIPC Fund
Sec. 5. Protection of customers
Sec. 6. General provisions of a liquidation proceeding
Sec. 7. Powers and duties of trustee
Sec. 8. Special provisions of a liquidation proceeding
Sec. 9. SİPC advances
Sec. 10. Direct payment procedure
Sec. 11. SEC functions
Sec. 12. Examining authority functions
Sec. 13. Functions of self-regulatory organizations
Sec. 14. Prohibited acts
Sec. 15. Miscellaneous provisions
Sec. 16. Definitions
Temporary Reporting Provisions:

Market Reform Act of 1990, Section 8
Penny Stock Reform Act of 1990 (Title V of the Securities Enforcement

Remedies and Penny Stock Reform Act of 1990), Sections 504(b) and

510 Appendix:

Title 5, United States Code, Sections 551-557, 704–706
Commodity Exchange Act, Sections 2, 4m (7 U.S.C. 2, 2a, 6m)
Title 11, United States Code, Sections 1109(a), 1125, 1129(d), 1145
Act of September 28, 1962 (12 U.S.C. 92a(a) (b))
Act of October 28, 1974, Section 111 (12 U.S.C. 250)
Export-Import Bank Act of 1945, Section 18(c)(3) (12 U.S.C. 635i-6)
Agricultural Marketing Act, Section 15(a) (12 U.S.C. 1141j(a))
Federal Home Loan Mortgage Corporation Act, Section 306 (a), (g) (12

U.S.C. 1455 (a), (g))
National Housing Act, Sections 302(c)1), 304(0)-e), 311 (12 U.S.C.

1717(c) 1), 1719(d)-e), 1723c)
Housing and Community Development Act of 1992, Section 1542 (12

U.S.C. 1831m-1)
Bank Holding Company Act of 1956, Section 2 (12 U.S.C. 1841)
Farm Credit Act of 1971, Section 8.12 (12 U.S.C. 2279aa-12)
Right to Financial Privacy Act of 1978 (12 U.S.C. 3401nt-3422)
Federal Deposit Insurance Corporation Improvement Act of 1991, Sec-

tions 401-407 (12 U.S.C. 4401-4407)
Reorganization Plan Number 10 of 1950 (15 U.S.C. 78d note)
Omnibus Small Business Capital Formation Act of 1980, Sections 502,

503, 504, 506 (15 U.S.C. 80c-80c-3)
Liability Risk Retention Act of 1986, Sections 2(a)(4), 5 (15 U.S.C. 3901,

3904)
Federal Water Power Act
Title 18, United States Code, Sections 152, 471-473, 474A, 494, 495,

510, 513, 1001, 1341-1343, 3571-3574, 6001-6004
Higher Education Act of 1965, Section 439(1) (20 U.S.C. 1087–2(1))
International Finance Corporation Act, Section 13 (22 U.S.C. 282k)
Inter-American Development Bank Act, Sections 11-12 (22 U.S.C. 283h-

283i)
Asian Development Bank Act, Section 11 (22 U.S.C. 285h)
Bretton Woods Agreements Act, Section 15 (22 U.S.C. 286k-1)
Act of June 29, 1949, Section 3 (22 U.S.C. 286k-2)
African Development Bank Act, Section 1341 (22 U.S.C. 290i–9)

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