§ 77g. — Information required in registration statement.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77g]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER I--DOMESTIC SECURITIES
Sec. 77g. Information required in registration statement
(a) The registration statement, when relating to a security other
than a security issued by a foreign government, or political subdivision
thereof, shall contain the information, and be accompanied by the
documents, specified in Schedule A of section 77aa of this title, and
when relating to a security issued by a foreign government, or political
subdivision thereof, shall contain the information, and be accompanied
by the documents, specified in Schedule B of section 77aa of this title;
except that the Commission may by rules or regulations provide that any
such information or document need not be included in respect of any
class of issuers or securities if it finds that the requirement of such
information or document is inapplicable to such class and that
disclosure fully adequate for the protection of investors is otherwise
required to be included within the registration statement. If any
accountant, engineer, or appraiser, or any person whose profession gives
authority to a statement made by him, is named as having prepared or
certified any part of the registration statement, or is named as having
prepared or certified a report or valuation for use in connection with
the registration statement, the written consent of such person shall be
filed with the registration statement. If any such person is named as
having prepared or certified a report or valuation (other than a public
official document or statement) which is used in connection with the
registration statement, but is not named as having prepared or certified
such report or valuation for use in connection with the registration
statement, the written consent of such person shall be filed with the
registration statement unless the Commission dispenses with such filing
as impracticable or as involving undue hardship on the person filing the
registration statement. Any such registration statement shall contain
such other information, and be accompanied by such other documents, as
the Commission may by rules or regulations require as being necessary or
appropriate in the public interest or for the protection of investors.
(b)(1) The Commission shall prescribe special rules with respect to
registration statements filed by any issuer that is a blank check
company. Such rules may, as the Commission determines necessary or
appropriate in the public interest or for the protection of investors--
(A) require such issuers to provide timely disclosure, prior to
or after such statement becomes effective under section 77h of this
title, of (i) information regarding the company to be acquired and
the specific application of the proceeds of the offering, or (ii)
additional information necessary to prevent such statement from
being misleading;
(B) place limitations on the use of such proceeds and the
distribution of securities by such issuer until the disclosures
required under subparagraph (A) have been made; and
(C) provide a right of rescission to shareholders of such
securities.
(2) The Commission may, as it determines consistent with the public
interest and the protection of investors, by rule or order exempt any
issuer or class of issuers from the rules prescribed under paragraph
(1).
(3) For purposes of paragraph (1) of this subsection, the term
``blank check company'' means any development stage company that is
issuing a penny stock (within the meaning of section 78c(a)(51) of this
title) and that--
(A) has no specific business plan or purpose; or
(B) has indicated that its business plan is to merge with an
unidentified company or companies.
(May 27, 1933, ch. 38, title I, Sec. 7, 48 Stat. 78; Pub. L. 101-429,
title V, Sec. 508, Oct. 15, 1990, 104 Stat. 956.)
Amendments
1990--Pub. L. 101-429 designated existing provision as subsec. (a)
and added subsec. (b).
Effective Date of 1990 Amendment
Section 1(c) of Pub. L. 101-429 provided that:
``(1) In general.--Except as provided in paragraphs (2) and (3), the
amendments made by this Act [enacting sections 77h-1, 78q-2, 78u-2, and
78u-3 of this title, amending this section and sections 77t, 78c, 78o,
78o-3, 78o-4, 78q-1, 78u, 78u-1, 78w, 78cc, 80a-9, 80a-41, 80b-3, 80b-9,
and 80b-14 of this title, and enacting provisions set out as notes under
sections 78a, 78o, and 78s of this title] shall be effective upon
enactment [Oct. 15, 1990].
``(2) Civil penalties.--
``(A) In general.--No civil penalty may be imposed pursuant to
the amendments made by this Act on the basis of conduct occurring
before the date of enactment of this Act [Oct. 15, 1990].
``(B) Accounting and disgorgement.--Subparagraph (A) shall not
operate to preclude the Securities and Exchange Commission from
ordering an accounting or disgorgement pursuant to the amendments
made by this Act.
``(3) Special rules for title v.--
``(A) Sections 503 and 504.--Except as provided in subparagraph
(C), sections 503 [amending section 78c of this title] and 504
[amending section 78o of this title and enacting provisions set out
as a note under section 78o of this title] shall be effective 12
months after the date of enactment of this Act [Oct. 15, 1990] or
upon the issuance of final regulations initially implementing such
section, whichever is earlier.
``(B) Sections 505 and 508.--Except as provided in subparagraph
(C), sections 505 [amending section 78o of this title] and 508
[amending this section] shall be effective 18 months after the date
of enactment of this Act or upon the issuance of final regulations
initially implementing such sections, whichever is earlier.
``(C) Commencement of rulemaking.--Not later than 180 days after
the date of enactment of this Act, the Commission shall commence
rulemaking proceedings to implement sections 503, 505, and 508.''
Transfer of Functions
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg. Plan
No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat.
1265, set out under section 78d of this title.
Section Referred to in Other Sections
This section is referred to in sections 77eee, 79g of this title;
title 16 section 824c.
