TABLE OF CONTENTS

Public, No. 22-73d Cong., Approved May 26, 1933

AN ACT

To provide full and fair disclosure of the character of securities sold in interstate and foreign commerce and

through the mails, and to prevent frauds in the sale thereof, and for other purposes.

8. Exempted Securities..

(a) (1) Offerings prior to or within 60 days after enactment of this

title..

(2) Government and bank obligations.

(3) Short-term paper----

(4) Issues by eleemosynary institutions__.

(5) Securities of building and loan associations..

(6) Issues by common carriers............

Receivers' or trustees' certificates___.

Insurance or endowment policies..

(Additional subsections added in Title II of Public, No.

291-73d Cong., see p. 52.)

(b) Power of Commission to exempt additional classes of securities.

4. Exempted transactions..

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4, 56

(1) Transactions by persons other than an issuer or dealer. 4, 53

(2) Brokers' transactions.-

Exclusive exchange of securities with existing security

holders...

5. Prohibitions Relating to Interstate Commerce and the Mails...-------

Restriction prior to registration...

Restriction on transmission of prospectus.--.

Inapplicability of Section to securities sold in a single State

or Territory..

6. Registration of Securities and Signing of Registration Statement...

(a) Filing and signing.

Filing fee....

(c) Actual time of filing and form of payment required..

Publicity of information filed and its availability for purchase..

7. Information Required in Registration Statement...

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(III)

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Bection

8. Taking Effect of Registration Statements and Amendments thereto..

(a) Effective date of statements.

(b) Refusal orders..

(c) Effective date of post-effective amendments..

(d) Stop order and basis for issuance..

(e) Examinations to determine whether stop order should issue

under subsection (d).

(f) Notices...

9. Court Review of Orders..

(a) Persons entitled to obtain review..

(b) Effect of proceedings under subsection (a).

10. Information Required in Prospectus..

(a) Similarity to registration statement..

(b) When necessary to revise prospectus-

(c) Manner of presentation of information_

(d) Prospectus consisting of radio broadcast__

11. Civil Liabilities on Account of False Registration Statement..

(a) Persons against whom suits may be brought...

(b) Burden of proof...

(c) Reasonable investigation and reasonable ground for belief..

(d) Liability of underwriter becoming such after registration...

(e) Nature of suit..

(f) Joint and several liability.

(g) Amount recoverable..

12. Civil Liabilities Arising in Connection with Prospectus and Communi-

cations...

13. Limitation of Actions_

14. Contrary Stipulations Void_

15. Liability of Controlling Persons..

16. Additional Remedies..

17. Fraudulent Interstate Transactions_

18. State Control of Securities_

19. Special Powers of Commission....

(a) Rules, regulations and forms.

(b) Subpena power--.

20. Injunctions and Prosecution of Offenses.

(a) Filing statement-investigations_

(b) Injunctions-criminal proceedings.

(c) Mandamus writs...

21. Hearings by Commission_

22. Jurisdiction of Offenses and Suits_

(a) Courts having jurisdiction..

(b) Contumacy or refusal to obey subpena...

(c) Privilege against self-incrimination_.

23. Unlawful Representations..

24. Penalties_

25. Jurisdiction of Other Government Agencies Over Securities..

26. Separability of Provisions.......

Schedule A

Relating to security issues other than those of a foreign government

or political subdivision thereof...

Schedule B

Securities of a borrowing government or subdivision thereof_-----

TITLE II. CORPORATION OF FOREIGN BONDHOLDERS ACT, 1933

Approved May 27, 1933, Effective upon Proclamation of President

201. Creation of "Corporation of Foreign Security Holders".

202. Management Vested in Six Directors---

203. Powers of Corporation...

204. Powers of Managing Board..--

205. Accounts of Corporation....

Section

206. Annual Reports of Corporation...

207. Discretionary Levy of Charges....

208. Receipt of Subscriptions_

209. Reconstruction Finance Corporation Loan

210. Prohibitions Against Interference With Department of State or U. S.

Government..

211. Effective Date------.

212. Short Title.....

Public, No. 291-73d Cong.-Securities Exchange Act of 1934, Approved June

6, 1934

To provide for the regulation of securities exchanges and of over-the-counter markets operating in interstate

and foreign commerce and through the mails, to prevent inequitable and unfair practices on such exchanges

and markets, and for other purposes.

TITLE I. REGULATION OF SECURITIES EXCHANGES

Section

1. Short Title..

2. Necessity for Regulation as Provided in this Title.....

Reasons for National Public Interest..

Use of mails and interstate commerce..

Effect of prices on certain taxes owing to the United States

and the States and on the value of collateral loans.......

(3) Effect of prices on expansion, appraisal and national banking

system.

(4) Affect on the general welfare and national credit..

8. Definitions and Application of Title..........

(a) Definitions:

Exchange....

(2) Facility-

3) Member...........................------------------

4) Broker-------------------------

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(16) State..

(17) Interstate commerce.

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Commission and Federal Reserve Board Powers....

Applicability of Act to Governmental Departments and

Agencies.

4. Securities and Exchange Commission....

(a) Establishment of Commission membership, restriction on

activities, compensation and term of office__

(b) Appointment and compensation of certain employees...

5. Transactions on Unregistered Exchanges___

Restriction against use of mails or channels of interstate commerce

transactions on unregistered or nonexempted exchanges----

6. Registration of National Securities Exchanges....

(a) Registration statement of exchange.........

Agreement of exchangé..

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Organization data, rules and membership..

Copies of rules of the exchange..

Agreement to furnish copy of amendments to rules of the

exchange..

(b) Requirement that rules of the exchange provide for expulsion,

suspension, or discipline...

(c) Adoption of rules of exchange which are not inconsistent with

Act or State law..

Section

6. Registration of National Securities Exchanges-Continued

(d) Commission to register applicant exchanges when such exchange

is organized to comply with Act and rules and regulations__

(e) Order granting or denying application, when the filing and
amendments to application take place..

(f) Exchange may withdraw application__

7. Margin Requirements. -

(a) Prescription of requirements for credit by Federal Reserve

Board; initial extension_..

(b) Federal Reserve Board may vary margin requirements..

(c) Restriction on extension or maintenance of credit by exchange

members, brokers and dealers.

(d) Restriction on loans by persons other than exchange members,

brokers and dealers..

(e) Effective date of rules and regulations regarding margin require-

ments for loans.

& Restrictions on Borrowing by Members, Brokers and Dealers-

(a) Restriction on borrowing by exchange members, brokers and

dealers...

(b) Amount of net capital of exchange member, broker and dealer
which may be loaned....

(c) Prohibition against hypothecation of customers' securities or
commingling securities...

(d) Prohibition against lending of customers' securities without

written consent..

9. Prohibition against Manipulation of Security Prices..

(a) Those restricted__

(1) Unlawful to create false or misleading appearance of active

trading---

(2) Raising or depressing price of security..

(3) Dissemination of information to effect rise or fall or price of

security.

(4) Making false or misleading statements to induce purchase

or sale of security-

(5) Dissemination of information for consideration from seller

or purchaser to affect price of security.

(6) Pegging, fixing or stabilizing price of security.

(b) Put, call, straddle or option in contravention of Commission rules

and regulations---

(c) Endorsement or guarantee of put, call, straddle, option or

privilege relating to security.

(d) Inapplicability of term "put," "call," "straddle," "option," or

"privilege" to registered warrant, right, or convertible security

(e) Right of action for violations of section..

(f) Section inapplicable to exempted security.

10. Regulation of the Use of Manipulative and Deceptive Devices_.
(a) Restriction against short sales and stop-loss orders. -
(b) Restriction against manipulation or deceptive device or contriv-
ance in contravention of Commission rules and regulations___

11. Segregation and Limitation of Functions of Members, Brokers, and

Dealers.

(a) Power of Commission to prescribe rules and regulations regarding

floor trading and excessive trading on exchanges, exemptions_

(b) Registration of members as odd lot dealers, specialist, disclosure

of information regarding orders placed as specialist; limitation

on transactions by specialist acting as broker.

(c) Exchange applications for exemption from Section 11.

(d) Restriction regarding transactions by broker-dealer extending

or maintaining credit on security distributed within 6 months,

or transactions without written disclosure to customer of

capacity as broker or dealer__.

(e) Consideration by Commission and report of study of segrega-

tion of functions of broker and dealer..

Section

CONTENTS

12. Registration Requirements for Securities.

(a) Prohibition against transactions in unregistered securities.

(b) Filing of application for registration..

(1) Information required in registration statement_

(2) Documents required as part of registration statement.

(c) Other information which may be required by Commission_.

Time when registration statement becomes effective; withdrawal

or striking from listing; registration of unissued securities...

(e) Commission may permit registration of securities until July 1,

1935, without compliance with section 12..

(f) Study, report and recommendations by Commission on trading
in unlisted securities and authority for making regulations for
continuance and existence of unlisted trading privileges... 39, 124

18. Periodical and Other Reports...

(a) Filing by issuers of information, documents and reports with

exchanges and Commission.........

14. Proxies

Commission may prescribe forms of annual reports.

Commission may require comparable reports for a specified class

or classes of issuers when reports under subsection (a) are

inapplicable_--

(a) Prohibition against solicitation of proxies in contravention of

rules prescribed by Commission__

(b) Prohibition against exchange members, brokers and dealers

giving proxy on customer's security in contravention of Com-

mission rules and regulations..

15. Over-the-Counter Markets...

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(Additional sec. 15A added to this statute by Act of June 25, 1938;
see p. 156.)

16. Directors, Officers, and Principal Stockholders

(a) Filing of statements of ownership in equity securities by officers,

directors and 10 percent stockholders.

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(b) Recovery of profits by issuer from certain persons on purchase

and sale of issuer's securities within six months..

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(c) Prohibition against the sale of equity securities, without owner-

ship or delivery in specified time..

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(d) Inapplicability of Section 16 to foreign or domestic arbitrage

transactions.__

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17. Accounts and Records, Reports, Examinations of Exchanges, Members,

and Others___

(a) Commission may prescribe rules and regulations for accounts and

records and making reports by exchange, members, brokers

and dealers; examination by Commission of such accounts and

records..

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42, 129, 163

(b) Reports to Federal Reserve Board by brokers, dealers or other
person extending credit; inspection by Board...

18. Liability for Misleading Statements

(a) Nature of liability, undertaking forecasts-

(b) Persons becoming liable may obtain contribution_.

(c) Limitation on time within which actions may be brought..

43, 129

19. Powers with Respect to Exchanges and Securities..

(a) Commission may take such action as in its opinion may be

necessary or appropriate for investors' protection_

(1) Suspension or withdrawal of registration of exchange.
(2) Suspension or withdrawal of securities.......

(3) Suspension or withdrawal of officer or member of exchange.
(4) Suspension of trading in security-

(b) Commission may alter or supplement rules of exchange---

Study and investigation by Commission of rules of exchanges.. 44

44

20. Liabilities of Controlling Persons..

(a) Joint and several liability of controlling persons.

Prohibition against unlawful acts through another..

Unlawful for directors, officers or security holders to obstruct

filing of documents..

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