Laws: Cases and Codes : U.S. Code : Title 15
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U.S. Code as of:
01/19/04
Chapter 2B - Notes
Sec.
78a. Short title.
78b. Necessity for regulation.
78c. Definitions and application.
(a) Definitions.
(b) Power to define technical, trade, accounting,
and other terms.
(c) Application to governmental departments or
agencies.
(d) Issuers of municipal securities.
(e) Charitable organizations.
(f) Consideration of promotion of efficiency,
competition, and capital formation.
(g) Church plans.
78c-1. Swap agreements.
(a) Non-security-based swap agreements.
(b) Security-based swap agreements.
78d. Securities and Exchange Commission.
(a) Establishment; composition; limitations on
commissioners; terms of office.
(b) Appointment and compensation of staff and
leasing authority.
(c) Acceptance of travel support for Commission
activities from non-Federal sources;
regulations.
(d) Acceptance of relocation expenses from former
employers by professional fellows program
participants.
(e) Fee payments.
(f) Reimbursement of expenses for assisting foreign
securities authorities.
78d-1. Delegation of functions by Commission.
(a) Authorization; functions delegable; eligible
persons; application of other laws.
(b) Right of review; procedure.
(c) Finality of delegated action.
78d-2. Transfer of functions with respect to assignment of
personnel to chairman.
78d-3. Appearance and practice before the Commission.
(a) Authority to censure.
(b) Definition.
78e. Transactions on unregistered exchanges.
78f. National securities exchanges.
(a) Registration; application.
(b) Determinations by Commission requisite to
registration of applicant as a national
securities exchange.
(c) Denial of membership in national exchanges;
denial of association with member; conditions;
limitation of membership.
(d) Discipline of national securities exchange
members and persons associated with members;
summary proceedings.
(e) Commissions, allowances, discounts, and other
fees.
(f) Compliance of non-members with exchange rules.
(g) Notice registration of security futures product
exchanges.
(h) Trading in security futures products.
(i) Rules to avoid duplicative regulation of dual
registrants.
(j) Procedures and rules for security future
products.
(k) Rules relating to security futures products
traded on foreign boards of trade.
78g. Margin requirements.
(a) Rules and regulations for extension of credit;
standard for initial extension; undermargined
accounts.
(b) Lower and higher margin requirements.
(c) Unlawful credit extension to customers.
(d) Unlawful credit extension in violation of rules
and regulations; exceptions to application of
rules, etc.
(e) Effective date of this section and rules and
regulations.
(f) Unlawful receipt of credit; exemptions.
(g) Effect of bona fide agreement for delayed
delivery of mortgage related security.
78h. Restrictions on borrowing and lending by members,
brokers, and dealers.
78i. Manipulation of security prices.
(a) Transactions relating to purchase or sale of
security.
(b) Transactions relating to puts, calls,
straddles, or options.
(c) Endorsement or guarantee of puts, calls,
straddles, or options.
(d) Registered warrant, right, or convertible
security not included in "put", "call",
"straddle", or "option".
(e) Persons liable; suits at law or in equity.
(f) Subsection (a) not applicable to exempted
securities.
(g) Foreign currencies and security futures
products.
(h) Limitations on practices that affect market
volatility.
(i) Limitation on Commission authority.
78j. Manipulative and deceptive devices.
78j-1. Audit requirements.
(a) In general.
(b) Required response to audit discoveries.
(c) Auditor liability limitation.
(d) Civil penalties in cease-and-desist
proceedings.
(e) Preservation of existing authority.
(f) Definitions.
(g) Prohibited activities.
(h) Preapproval required for non-audit services.
(i) Preapproval requirements.
(j) Audit partner rotation.
(k) Reports to audit committees.
(l) Conflicts of interest.
(m) Standards relating to audit committees.
78k. Trading by members of exchanges, brokers, and dealers.
(a) Trading for own account or account of
associated person; exceptions.
(b) Registration of members as odd-lot dealers and
specialists.
(c) Exemptions from provisions of section and rules
and regulations.
(d) Prohibition on extension of credit by
broker-dealer.
78k-1. National market system for securities; securities
information processors.
(a) Congressional findings; facilitating
establishment of national market system for
securities; designation of qualified
securities.
(b) Securities information processors;
registration; withdrawal of registration;
access to services; censure; suspension or
revocation of registration.
(c) Rules and regulations covering use of mails or
other means or instrumentalities of interstate
commerce; reports of purchase or sale of
qualified securities; limiting registered
securities transactions to national securities
exchanges.
(d) National Market Advisory Board.
(e) National markets system for security futures
products.
78l. Registration requirements for securities.
(a) General requirement of registration.
(b) Procedure for registration; information.
(c) Additional or alternative information.
(d) Effective date of registration; withdrawal of
registration.
(e) Exemption from provisions of section for period
ending not later than July 1, 1935.
(f) Unlisted trading privileges for security
originally listed on another national
exchange.
(g) Registration of securities by issuer;
exemptions.
(h) Exemption by rules and regulations from certain
provisions of section.
(i) Securities issued by banks.
(j) Denial, suspension, or revocation of
registration; notice and hearing.
(k) Trading suspensions; emergency authority.
(l) Issuance of any security in contravention of
rules and regulations; application to annuity
contracts and variable life policies.
78l-1. Applications for unlisted trading privileges deemed
filed under section 78l of this title.
78m. Periodical and other reports.
(a) Reports by issuer of security; contents.
(b) Form of report; books, records, and internal
accounting; directives.
(c) Alternative reports.
(d) Reports by persons acquiring more than five per
centum of certain classes of securities.
(e) Purchase of securities by issuer.
(f) Reports by institutional investment managers.
(g) Statement of equity security ownership.
(h) Large trader reporting.
(i) Accuracy of financial reports.
(j) Off-balance sheet transactions.
(k) Prohibition on personal loans to executives.
(l) Real time issuer disclosures.
78n. Proxies.
(a) Solicitation of proxies in violation of rules
and regulations.
(b) Giving or refraining from giving proxy in
respect of any security carried for account of
customer.
(c) Information to holders of record prior to
annual or other meeting.
(d) Tender offer by owner of more than five per
centum of class of securities; exceptions.
(e) Untrue statement of material fact or omission
of fact with respect to tender offer.
(f) Election or designation of majority of
directors of issuer by owner of more than five
per centum of class of securities at other
than meeting of security holders.
(g) Filing fees.
(h) Proxy solicitations and tender offers in
connection with limited partnership rollup
transactions.
78o. Registration and regulation of brokers and dealers.
(a) Registration of all persons utilizing exchange
facilities to effect transactions; exemptions.
(b) Manner of registration of brokers and dealers.
(c) Use of manipulative or deceptive devices;
contravention of rules and regulations.
(d) Filing of supplementary and periodic
information.
(e) Compliance with this chapter by members not
required to be registered.
(f) Prevention of misuse of material, nonpublic
information.
(g) Requirements for transactions in penny stocks.
(h) Limitations on State law.
(i) Rulemaking to extend requirements to new hybrid
products.
(i) Limitation on Commission authority.
78o-1. Brokers deemed to be registered.
78o-2. Liabilities arising prior to amendment unaffected.
78o-3. Registered securities associations.
(a) Registration; application.
(b) Determinations by Commission requisite to
registration of applicant as national
securities association.
(c) National association rules; provision for
registration of affiliated securities
association.
(d) Registration as affiliated association;
prerequisites; association rules.
(e) Dealings with nonmember professionals.
(f) Transactions in municipal securities.
(g) Denial of membership.
(h) Discipline of registered securities association
members and persons associated with members;
summary proceedings.
(i) Broker-dealer disciplinary history.
(j) Registration for sales of private securities
offerings.
(k) Limited purpose national securities
association.
(l) Rules to avoid duplicative regulation of dual
registrants.
(m) Procedures and rules for security future
products.
78o-4. Municipal securities.
(a) Registration of municipal securities dealers.
(b) Municipal Securities Rulemaking Board; rules
and regulations.
(c) Discipline of municipal securities dealers;
censure; suspension or revocation of
registration; other sanctions; investigations.
(d) Issuance of municipal securities.
78o-5. Government securities brokers and dealers.
(a) Registration requirements; notice to regulatory
agencies; manner of registration; exemption
from registration requirements.
(b) Rules with respect to transactions in
government securities.
(c) Sanctions for violations.
(d) Records of brokers and dealers subject to
examination.
(e) Membership in national securities exchange;
exemptions.
(f) Large position reporting.
(g) Effect on other laws; authority of Commission.
78o-6. Securities analysts and research reports.
(a) Analyst protections.
(b) Disclosure.
(c) Definitions.
78p. Directors, officers, and principal stockholders.
(a) Disclosures required.
(b) Profits from purchase and sale of security
within six months.
(c) Conditions for sale of security by beneficial
owner, director, or officer.
(d) Securities held in investment account,
transactions in ordinary course of business,
and establishment of primary or secondary
market.
(e) Application of section to foreign or domestic
arbitrage transactions.
(f) Treatment of transactions in security futures
products.
(g) Limitation on Commission authority.
78q. Records and reports.
(a) Rules and regulations.
(b) Records subject to examination.
(c) Copies of reports filed with other regulatory
agencies.
(d) Self-regulatory organizations.
(e) Balance sheet and income statement; other
financial statements and information.
(f) Missing, lost, counterfeit, and stolen
securities.
(g) Persons extending credit.
(h) Risk assessment for holding company systems.
(i) Investment bank holding companies.
(j) Authority to limit disclosure of information.
(k) Coordination of examining authorities.
78q-1. National system for clearance and settlement of
securities transactions.
(a) Congressional findings; facilitating
establishment of system.
(b) Registration of clearing agencies; application;
determinations by Commission requisite to
registration of applicant as clearing agency;
denial of participation; discipline; summary
proceedings; exemption; facilities for
handling derivatives.
(c) Registration of transfer agents.
(d) Activities of clearing agencies and transfer
agents; enforcement by appropriate regulatory
agencies.
(e) Physical movement of securities certificates.
(f) Rules concerning transfer of securities and
rights and obligations of involved or affected
parties.
78q-2. Automated quotation systems for penny stocks.
(a) Findings.
(b) Mandate to facilitate establishment of
automated quotation systems.
(c) Exemptive authority.
(d) Commission reporting requirements.
78r. Liability for misleading statements.
(a) Persons liable; persons entitled to recover;
defense of good faith; suit at law or in
equity; costs, etc.
(b) Contribution.
(c) Period of limitations.
78s. Registration, responsibilities, and oversight of
self-regulatory organizations.
(a) Registration procedures; notice of filing;
other regulatory agencies.
(b) Proposed rule changes; notice; proceedings.
(c) Amendment by Commission of rules of
self-regulatory organizations.
(d) Notice of disciplinary action taken by
self-regulatory organization against a member
or participant; review of action by
appropriate regulatory agency; procedure.
(e) Disposition of review; cancellation, reduction,
or remission of sanction.
(f) Dismissal of review proceeding.
(g) Compliance with rules and regulations.
(h) Suspension or revocation of self-regulatory
organization's registration; censure; other
sanctions.
(i) Appointment of trustee.
78t. Liability of controlling persons and persons who aid
and abet violations.
(a) Joint and several liability; good faith
defense.
(b) Unlawful activity through or by means of any
other person.
(c) Hindering, delaying, or obstructing the making
or filing of any document, report, or
information.
(d) Liability for trading in securities while in
possession of material nonpublic information.
(e) Prosecution of persons who aid and abet
violations.
(f) Limitation on Commission authority.
78t-1. Liability to contemporaneous traders for insider
trading.
(a) Private rights of action based on
contemporaneous trading.
(b) Limitations on liability.
(c) Joint and several liability for communicating.
(d) Authority not to restrict other express or
implied rights of action.
(e) Provisions not to affect public prosecutions.
78u. Investigations and actions.
(a) Authority and discretion of Commission to
investigate violations.
(b) Attendance of witnesses; production of records.
(c) Judicial enforcement of investigative power of
Commission; refusal to obey subpoena; criminal
sanctions.
(d) Injunction proceedings; authority of court to
prohibit persons from serving as officers and
directors; money penalties in civil actions.
(e) Mandamus.
(f) Rules of self-regulatory organizations or
Board.
(g) Consolidation of actions; consent of
Commission.
(h) Access to records.
(i) Information to CFTC.
78u-1. Civil penalties for insider trading.
(a) Authority to impose civil penalties.
(b) Limitations on liability.
(c) Authority of Commission.
(d) Procedures for collection.
(e) Authority to award bounties to informants.
(f) Definition.
(g) Limitation on Commission authority.
78u-2. Civil remedies in administrative proceedings.
(a) Commission authority to assess money penalties.
(b) Maximum amount of penalty.
(c) Determination of public interest.
(d) Evidence concerning ability to pay.
(e) Authority to enter order requiring accounting
and disgorgement.
78u-3. Cease-and-desist proceedings.
(a) Authority of Commission.
(b) Hearing.
(c) Temporary order.
(d) Review of temporary orders.
(e) Authority to enter order requiring accounting
and disgorgement.
(f) Authority of the Commission to prohibit persons
from serving as officers or directors.
78u-4. Private securities litigation.
(a) Private class actions.
(b) Requirements for securities fraud actions.
(c) Sanctions for abusive litigation.
(d) Defendant's right to written interrogatories.
(e) Limitation on damages.
(f) Proportionate liability.
78u-5. Application of safe harbor for forward-looking
statements.
(a) Applicability.
(b) Exclusions.
(c) Safe harbor.
(d) Duty to update.
(e) Dispositive motion.
(f) Stay pending decision on motion.
(g) Exemption authority.
(h) Effect on other authority of Commission.
(i) Definitions.
78v. Hearings by Commission.
78w. Rules, regulations, and orders; annual reports.
(a) Power to make rules and regulations;
considerations; public disclosure.
(b) Omitted.
(c) Procedure for adjudication.
(d) Cease-and-desist procedures.
78x. Public availability of information.
(a) "Records" defined.
(b) Disclosure or personal use.
(c) Confidential disclosures.
(d) Records obtained from foreign securities
authorities.
(e) Savings provision.
78y. Court review of orders and rules.
(a) Final Commission orders; persons aggrieved;
petition; record; findings; affirmance,
modification, enforcement, or setting aside of
orders; remand to adduce additional evidence.
(b) Commission rules; persons adversely affected;
petition; record; affirmance, enforcement, or
setting aside of rules; findings; transfer of
proceedings.
(c) Objections not urged before Commission; stay of
orders and rules; transfer of enforcement or
review proceedings.
(d) Other appropriate regulatory agencies.
78z. Unlawful representations.
78aa. Jurisdiction of offenses and suits.
78aa-1. Special provision relating to statute of limitations
on private causes of action.
(a) Effect on pending causes of action.
(b) Effect on dismissed causes of action.
78bb. Effect on existing law.
(a) Addition of rights and remedies; recovery of
actual damages; State securities commissions.
(b) Modification of disciplinary procedures.
(c) Continuing validity of disciplinary sanctions.
(d) Physical location of facilities of registered
clearing agencies or registered transfer
agents not to subject changes in beneficial or
record ownership of securities to State or
local taxes.
(e) Exchange, broker, and dealer commissions;
brokerage and research services.
(f) Limitations on remedies.
78cc. Validity of contracts.
(a) Waiver provisions.
(b) Contract provisions in violation of chapter.
(c) Validity of loans, extensions of credit, and
creation of liens; actual knowledge of
violation.
78dd. Foreign securities exchanges.
78dd-1. Prohibited foreign trade practices by issuers.
(a) Prohibition.
(b) Exception for routine governmental action.
(c) Affirmative defenses.
(d) Guidelines by Attorney General.
(e) Opinions of Attorney General.
(f) Definitions.
(g) Alternative jurisdiction.
78dd-2. Prohibited foreign trade practices by domestic
concerns.
(a) Prohibition.
(b) Exception for routine governmental action.
(c) Affirmative defenses.
(d) Injunctive relief.
(e) Guidelines by Attorney General.
(f) Opinions of Attorney General.
(g) Penalties.
(h) Definitions.
(i) Alternative jurisdiction.
78dd-3. Prohibited foreign trade practices by persons other
than issuers or domestic concerns.
(a) Prohibition.
(b) Exception for routine governmental action.
(c) Affirmative defenses.
(d) Injunctive relief.
(e) Penalties.
(f) Definitions.
78ee. Transaction fees.
(a) Recovery of cost of services.
(b) Exchange-traded securities.
(c) Off-exchange trades of exchange registered and
last-sale-reported securities.
(d) Assessments on security futures transactions.
(e) Dates for payments.
(f) Exemptions.
(g) Publication.
(h) Pro rata application.
(i) Deposit of fees.
(j) Recapture of projection windfalls for further
rate reductions.
(k) Lapse of appropriation.
(l) Definitions.
78ff. Penalties.
(a) Willful violations; false and misleading
statements.
(b) Failure to file information, documents, or
reports.
(c) Violations by issuers, officers, directors,
stockholders, employees, or agents of issuers.
78gg. Separability.
78hh. Effective date.
78hh-1. Effective date of certain sections.
78ii, 78jj. Omitted or Repealed.
78kk. Authorization of appropriations.
78ll. Requirements for the EDGAR system.
78mm. General exemptive authority.
(a) Authority.
(b) Limitation.
-SECREF-
CHAPTER REFERRED TO IN OTHER SECTIONS
This chapter is referred to in sections 77ccc, 77hhh, 77www,
77zzz, 78bbb, 78eee, 79p, 79t, 79u, 80a-2, 80a-8, 80a-9, 80a-12,
80a-17, 80a-29, 80a-34, 80a-37, 80a-49, 80a-56, 80b-2, 80b-3,
80b-4a, 80b-8, 631b, 1691c, 1693o, 6805, 7202, 7706 of this title;
title 2 section 1602; title 7 sections 1a, 2, 6, 6m, 7a, 7a-1, 12a;
title 11 section 741; title 12 sections 1831o, 1844, 2279aa-12,
3422, 4402, 4422; title 25 section 646; title 26 sections 162, 277;
title 29 sections 432, 1343; title 31 section 5312; title 42
sections 2297h-2, 2297h-7; title 43 sections 1625, 1629b; title 45
section 1342; title 47 section 274.
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