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U.S. Code as of:
01/19/04
Section 79q. Officers and directors
(a) Statement of ownership of securities; duty to file
Every person who is an officer or director of a registered
holding company shall file with the Commission in such form as the
Commission shall prescribe (1) at the time of the registration of
such holding company, or within ten days after such person becomes
an officer or director, a statement of the securities of such
registered holding company or any subsidiary company thereof of
which he is, directly or indirectly, the beneficial owner, and (2)
within ten days after the close of each calendar month thereafter,
if there has been any change in such ownership during such month, a
statement of such ownership as of the close of such calendar month
and of the changes in such ownership that have occurred during such
calendar month.
(b) Limitation on profits in purchase and sale of securities
For the purpose of preventing the unfair use of information which
may have been obtained by any such officer or director by reason of
his relationship to such registered holding company or any
subsidiary company thereof, any profit realized by any such officer
or director from any purchase and sale, or any sale and purchase,
of any security of such registered holding company or any
subsidiary company thereof within any period of less than six
months, unless such security was acquired in good faith in
connection with a debt previously contracted, shall inure to and be
recoverable by the holding company or subsidiary company in respect
of the security of which such profit was realized, irrespective of
any intention on the part of such officer or director in entering
into such transaction to hold the security purchased or not to
repurchase the security sold for a period of more than six months.
Suit to recover such profit may be instituted at law or in equity
in any court of competent jurisdiction by the company entitled
thereto or by the owner of any security of such company in the name
and in the behalf of such company if such company shall fail or
refuse to bring such suit within sixty days after request or shall
fail diligently to prosecute the same thereafter; but no such suit
shall be brought more than two years after the date such profit was
realized. This subsection shall not cover any transaction where
such person was not an officer or director at the times of the
purchase and sale, or the sale and purchase, of the security
involved, or any transaction or transactions which the Commission
by rules and regulations may, as necessary or appropriate in the
public interest or for the protection of investors or consumers,
exempt as not comprehended within the purpose of this subsection.
Nothing in this subsection shall be construed to give a remedy in
the case of any transaction in respect of which a remedy is given
under subsection (b) of section 78p of this title.
(c) Officers or representatives of banking institutions
disqualified to serve as officers or directors
After one year from August 26, 1935, no registered holding
company or any subsidiary company thereof shall have, as an officer
or director thereof, any executive officer, director, partner,
appointee, or representative of any bank, trust company, investment
banker, or banking association or firm, or any executive officer,
director, partner, appointee, or representative of any corporation
a majority of whose stock, having the unrestricted right to vote
for the election of directors, is owned by any bank, trust company,
investment banker, or banking association or firm, except in such
cases as rules and regulations prescribed by the Commission may
permit as not adversely affecting the public interest or the
interest of investors or consumers.
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