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and other assets by companies comprised within electric and gas utility holding company systems, their intrasystem transactions and service and management arrangements. It further provides for limitation of system operations to physically integrated and co. ordinated properties, and simplification of complex corporate and capital structures and elimination of unfair distribution of voting power. The issuance and sale of securities by holding companies and their subsidiaries, unless exempt (subject to conditions and terms which the Commission is empowered to impose) as an issue expressly authorized by the state commission in the state in which the issuer is incorporated, must be found by the Commission to meet statutory standards, namely: That the new security is reasonably adapted to the security structure and earning power of the issuer; that the proposed financing is necessary and appropriate to the economical and efficient operation of the company's business; that the consideration received, and fees, commissions, and other remuneration paid are fair; and that the terms and conditions of the sale are not detrimental to investors, consumers, or the public. The purchase and sale of utility properties and other assets may not be made in contravention of rules, regulations, or orders of the Commission regarding the consideration to be received, maintenance of competitive conditions, fees and commissions, accounts, disclosure of interest, and similar matters. In passing upon proposals for reorganization, merger, or consolidation, the Commission must be satisfied that the objectives of the act generally are complied with and that the terms of the proposals are fair and equitable to all classes of security holders affected.

(d) Trust Indenture Act of 1939. This Act is designed to safeguard the interests of purchasers of publicly offered debt securities issued under trust indentures through provisions requiring in such indentures the elimination of certain types of exculpatory clauses and the inclusion of certain protective provisions. The act also requires that the indenture trustee, who is a representative of the debt holders, shall be "independent" by proscribing certain

relationships which might conflict with the proper exercise of his duties.

(e) Investment Company Act of 1940. This Act provides for the registration with the Commission of investment companies and subjects their activities to regulation in accordance with standards prescribed in the interests of protecting investors. Various transactions of investment companies, including transactions with affiliated interests, are prohibited unless exempted by the Commission. The Commission is authorized to prepare reports to security holders on the fairness of plans of reorganization, merger or consolidation; it may institute court action to enjoin the consummation of plans considered grossly unfair to security holders, or to enjoin acts and practices of management involving gross misconduct or gross abuse of trust and to disqualify from office officials responsible therefor.

(f) Investment Aivisers Act of 1940. Persons who, for compensation, engage in the business of advising others with respect to their security transactions must register with the Commission. Their activities in the conduct of such business are subject to standards of the act which make unlawful those practices which constitute fraud or deceit and which require, among other things, disclosure of any interests they may have in transactions executed for clients. The Act grants to the Commission rule-making power with respect to fraudulent and other activities of investment advisers.

(g) Chapter X of the Bankruptcy Act. Chapter X of the Bankruptcy Act provides for certain mandatory and certain discretionary activities of the Commission to aid the federal courts in the administration of the affairs of debtor corporations being reorganized under that chapter. The Commission may participate as a party and it may advise the court with respect to the feasibility and fairness of proposed plans of reorganization.

GENERAL ORGANIZATION

§ 200.10 The Commission.

The Commission is composed of five members, not more than three of whom may be members of the same political party. The members are appointed by the President, with the advice and consent of the Senate, for 5-year terms, one term ending each year. The Chairman is designated by the President pursuant to the provisions of section 3 of Reorganization Plan No. 10 of 1950 (3 CFR, 1949-1953 Comp., p. 1006). The Commission is assisted by a staff, which includes lawyers, accountants, engineers, financial security analysts, investigators and examiners, as well as administrative and clerical employees.

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(a)(1) Division and Office Heads in the Headquarters Office (500 North Capitol Street, Washington, D.C. 20549) have Commission-wide responsibility to the Commission for the overall development, policy and technical guidance, and policy direction of the operating programs under their jurisdiction.

(2) Each Regional Administrator is responsible for the direction and supervision of his work force and for the execution of all programs in his region as shown in paragraph (b) of this section, in accordance with established policy.

(b) Regional Administrators of the Commission.

Region 1. New York, New Jersey-Regional Administrator, 26 Federal Plaza, New York, N.Y. 10007.

Region 2. Massachusetts, Connecticut, Rhode Island, Vermont, New Hampshire, Maine-Regional Administrator, 150 Causeway Street, Boston, Massachusetts 02114.

Region 3. Tennessee, Virgin Islands, Puerto Rico, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and the part of Louisiana lying east of the Atchafalaya River-Regional Administrator, Suite 788, 1375 Peachtree Street, NE., Atlanta, Ga. 30309.

Region 4. Illinois, Indiana, Iowa, Kansas City (Kans.), Kentucky, Michigan, Minnesota, Missouri, Ohio, Wisconsin-Regional Administrator, Everett McKinley Dirksen Bldg.. 219 South Dearborn Street, Room 1204, Chicago, Illinois 60604.

Region 5. Oklahoma, Arkansas, Texas, that part of Louisiana lying west of the Atchafalaya River, and Kansas (except Kansas City)-Regional Administrator, 503 U.S. Court House, 10th and Lamar Streets, Fort Worth, Texas 76102.

Region 6. Wyoming, Colorado, New Mexico, Nebraska, North Dakota, South Dakota, Utah-Regional Administrator, Two Park Central, Room 640, 1515 Arapahoe Street, Denver, Colorado 80202.

Region 7. California, Nevada, Arizona, Hawaii, Guam-Regional Administrator, 10960 Wilshire Boulevard, Suite 1710, LoS Angeles, California 90024.

Region 8. Washington, Oregon, Idaho, Montana, Alaska-Regional Administrator, 3040 Federal Building, 915 Second Avenue, Seattle, Washington 98174.

Regior 9. Pennsylvania, Maryland, Virginia, West Virginia, Delaware, District of Columbia-Regional Administrator, Ballston Centre Tower 3, 4015 Wilson Boulevard, Arlington, Virginia 22203.

[27 FR 12712, Dec. 22, 1962, as amended at 28 FR 6970, July 9, 1963; 41 FR 44696, Oct. 12, 1976]

§ 200.12 Functional responsibilities.

This section sets forth the administrative and substantive responsibilities of the Division Directors, Office Heads, Regional Administrators, and certain other Commission officers. All Commission officers and other staff members, except administrative law judges, shall perform, in addition to the duties herein set forth, such additional duties as the chairman of the Commission may assign from time to time. These officers also serve as liaison with Government and other agencies concerning matters within their respective functional responsibilities.

(15 U.S.C. 77u, 78d, 78d-1)

[37 FR 23826, Nov. 9, 1972]

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The Executive Director is vested with broad discretionary powers and executive authority to act within the general framework of basic policies established by the Chairman and/or the Commission to achieve maximum efficiency and economy in the Commission's total operations. He or she develops and executes the overall management policies of the Commission for all its operating divisions and staff offices. He or she also provides executive direction to and exercises administrative control over the Office of Administrative Services, Office of the Comptroller, Office of Consumer Affairs, Office of Data Processing, Office of Personnel, Office of Public Affairs, and the Office of Reports and Information Services.

(15 U.S.C. 78d-1, 78d-2)

[43 FR 13375, Mar. 30, 1978]

§ 200.13a The Secretary of the Commission.

(a) The Secretary of the Commission is responsible to the Commission for the preparation and maintenance of the Minute Record of all official actions of the Commission. He is custodian of the official seal of the Commission and also has the responsibility for authenticating documents. In addition, he is responsible for the preparation of official releases announcing the various actions of the Commission.

(b) In addition, the Secretary has been delegated responsibilities relating to the Commission's rules of practice and other areas.

141 FR 55334, Dec. 20, 1976]

§ 200.13b Director of the Office of Public Affairs.

The Director of the Office of Public Affairs is the public information officer and the legislative officer of the Commission. He is the Commission's principal liaison with the news media and with the Congress and his responsibilities include establishing and maintaining effective lines of communication with the news media and with Members of Congress and their staffs. He is also responsible for disseminating information to the news media; responding to requests for information and assistance from the Congress, the news media, and the general public; and advising the Office of the General Counsel and the operating Divisions with respect to legislative proposals and coordinating the preparation of the Commission's comments on such proposals. In addition, he is responsible for coordinating the production of, and exercising editorial supervision over, publications and audio-visual materials explaining the work of the Commission, including the Annual Report to Congress.

[4] FR 55334, Dec. 20, 1976]

§ 200.14 Office of Administrative Law Judges.

(a) Hearings for the purpose of developing the evidentiary record in the Commission's administrative proceedings are conducted before its administrative law judges. They rule on the admissibility of evidence and on legal and other issues which arise during the course of such proceedings. Unless waived by the parties, an initial decision is prepared by the administrative law judge in each case containing his conclusions as to the factual and legal issues presented and an appropriate order.

(b) The Chief Administrative Law Judge performs the duties of an administrative law judge and in addition those duties delegated to him by the Commission. He is responsible for the orderly functioning of the Office of Administrative Law Judges apart from the conduct of administrative proceedings and acts as liaison between that Office and the Commission.

(15 U.S.C. 77u, 78d. 78d-1)
[37 FR 23826, Nov. 9, 1972]

§ 200.15 Director of the Office of Opinions and Review.

The Director of the Office of Opinions and Review is responsible for assisting members of the Commission in the preparation of the opinions of the Commission, and to the Commission for the preparation of opinions and decisions on motions and certifications of questions and rulings by administrative law judges in the course of administrative proceedings, except in cases where, pursuant to a waiver by the parties of separation of function requirements, another Division or Office of the Commission's staff undertakes to prepare such Findings and Opinion, in which cases the Director may assist in such preparation. The director has joint responsibility with the General Counsel in dealing with general problems arising under the Administrative Procedure Act, including the revision or adoption of rules of practice. The Director is further responsible for the exercise of such review functions with respect to adjudicatory matters as are delegated to him or her by the Commission pursuant to 76 Stat. 394 or as may be otherwise delegated or assigned to him or her.

(Secs. 1, 2, 76 Stat. 394, 395; 15 U.S.C. 78d-1, 78d-2; 29 FR 5276, Apr. 17, 1964, as amended at 37 FR 23826, Nov. 9, 1972)

[43 FR 13375, Mar. 30, 1978]

§ 200.16 Executive Assistant to the Chair

man.

The Executive Assistant to the Chairman assists the Chairman in consideration of legal, financial and economic problems encountered in the administration of the Commission's statutes. He arranges for and conducts conferences with officials of the Commission, members of the staff, and/or representatives of the public on matters arising with regard to general programs or specific matters. Acting for the Chairman, he furnishes the initiative, executive direction, and authority for staff studies and reports bearing on the Commission's administration of the laws, its relations with the public, industry, and the Congress.

$200.17 Chief Management Analyst.

The Chief Management Analyst is responsible to the Executive Director for the analysis, evaluation, development, promotion of, and advice on, improvement in management policies, practices, methods, procedures and organizational structures, including: distribution and assignment of functions and responsibilities; work methods and procedures; management control systems and similar aspects of management for the purpose of improving the efficiency and effectiveness of the Commission.

(15 U.S.C. 78d-1, 78d-2)

[43 FR 13375, Mar. 30, 1978]

$200.18 Director of Division of Corporation Finance.

The Director of the Division of Corporation Finance is responsible to the Commission for the administration of all matters, except those pertaining to investment companies registered under the Investment Company Act of 1940, relating to establishing and requiring adherence to standards of economic and financial reporting and disclosure with respect to securities

traded on national securities exchanges or required to be registered pursuant to section 12(g) (15 U.S.C. 78l(g)) of the Securities Exchange Act of 1934, or offered for public sale pursuant to registration or exemptive regulations; establishing and requiring adherence to standards of fair disclosure in the solicitation of proxies for election of directors and other corporate actions; and for the enforcement of the standards set forth in the Trust Indenture Act of 1939 regarding indentures covering debt securities. These duties shall include, with the еxсерtion of the enforcement and related activities under the jurisdiction of the Division of Enforcement, the responsibility to the Commission for the administration of disclosure and related requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, and the Trust Indenture Act of 1939, and the investigations and inspections arising in connection with such administration, as listed below:

(a) All matters under the Securities Act of 1933 (15 U.S.C. 77a, et seq.) arising from or pertaining to material filed pursuant to the requirements of that Act, except such material filed by investment companies registered under the Investment Company Act of 1940.

(b) All matters, except those pertaining to investment companies registered under the Investment Company Act of 1940, arising under the Securities Exchange Act of 1934 (15 U.S.C. 78a, et seq.) in connection with:

(1) The registration of securities pursuant to section 12 of the Act (15 U.S.C. 781), including the exemptive provisions of section 12(h) (15 U.S.C. 78l(h)).

(2) The examination and processing of periodic reports filed pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 780(d)).

(3) The examination and processing of proxy soliciting material filed pursuant to section 14(a) and information material filed pursuant to section 14(c) of the Act (15 U.S.C. 78n(a), 78n(c)).

(c) All matters relating to the examination and processing of statements of beneficial ownership of securities and changes in such ownership filed under section 16(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78p(a)), section 17(a) of the Public Utility Holding Comping Act of 1935 (15 U.S.C. 79q(a)) and section 30(f) of the Investment Company Act of 1940 (15 U.S.C. 80a-29(f)).

(d) The examination and processing of proxy and information material filed under the Public Utility Holding Company Act of 1935 (15 U.S.C. 79a, et seq.) and subject to Regulation 14A (§§ 240.14a-1 to 240.14a-12 of this Chapter) or Regulation 14C (§§ 240.14c-1 to 240.14c-7 of this Chapter) issued under the Securities Exchange Act of 1934.

(e) All matters, except those pertaining to investment companies registered under the Investment Company Act of 1940, arising under the Trust Indenture Act of 1939 (15 U.S.C. 77aaa, et seq.).

141 FR 29374, July 16, 1976]

§ 200.19a Director of the Division of Market Regulation.

The Director of the Division of Market Regulation is responsible to the Commission for the administration of all matters relating to the regulation of exchanges, national securities, associations, clearing agencies, securities information processors, the Municipal Securities Rulemaking Board, brokers, and dealers, municipal securities dealers, and transfer agents, the conduct of statistical functions under the Securities Exchange Act of 1934, and the investigations and inspections arising in connection with such administration, as specified below:

(a) Administration of all matters arising under the Securities Exchange Act of 1934 (15 U.S.C. 78a, et seq.), except:

(1) The examination and processing of applications for registration of securities on national securities exchanges pursuant to section 12 of the Act (15 U.S.C. 781).

(2) The examination and processing of periodic reports filed pursuant to sections 13 and 15(d) of the Act (15 U.S.C. 78m, 780(d)).

(3) The examination and processing of proxy soliciting material pursuant

to regulations adopted under section 14 of the Act (15 U.S.C. 78n).

(4) The examination and processing of ownership reports filed under section 16(a) of the Act (15 U.S.C. 78p(a)).

(5) The denial or suspension of registration of securities registered on national securities exchanges, pursuant to section 19(a)(2) (15 U.S.C. 78s(a)(2)) by reason of failure to comply with the reporting requirements of that Act.

(6) The enforcement and related activities under the jurisdiction of the Division of Enforcement.

(15 U.S.C. 78d, 78d-1 78d-2, 80a-37) [37 FR 16792, Aug. 19, 1972, as amended at 43 FR 13376, Mar. 30, 1978]

§ 200.19b Director of the Division of Enforcement.

The Director of the Division of Enforcement is responsible to the Commission for the supervision and conduct of all of the enforcement activities under each of the acts administered by the Commission and the investigations relating thereto. The Director is responsible also for recommending the institution of administrative and injunctive actions arising out of such investigations and enforcement activities and for the determination of whether the available evidence supports the allegations in the proposed complaint. In addition, the Director is responsible, in collaboration with the General Counsel, for the review of cases to be referred to the Department of Justice with a recommendation for criminal prosecution and for granting or denying requests by domestic and foreign governmental authorities and self-reguiatory organizations for access to the Commission's files concerning non-public investigations.

(Sec. 19. 48 Stat. 85; sec. 20, 48 Stat. 86; sec. 21, 48 Stat. 899; sec. 23, 48 Stat. 901; sec. 18, 49 Stat. 831; sec. 20, 49 Stat. 833; sec. 319, 53 Stat. 1173; sec. 321, 53 Stat. 1174; sec. 38, 54 Stat. 841; sec. 42, 54 Stat. 842; sec. 209, 54 Stat. 853; sec. 211, 54 Stat. 855; sec. 1, 76 Stat. 394. (15 U.S.C. 77s, 77t, 78u, 78w, 79г, 79t, 77sss, 77uuu, 80a-37, 80a-41, 80b-9, 89b11, 78d-1))

[44 FR 50834, Aug. 30, 1979]

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