§ 77h. — Taking effect of registration statements and amendments thereto.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77h]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER I--DOMESTIC SECURITIES
Sec. 77h. Taking effect of registration statements and
amendments thereto
(a) Effective date of registration statement
Except as hereinafter provided, the effective date of a registration
statement shall be the twentieth day after the filing thereof or such
earlier date as the Commission may determine, having due regard to the
adequacy of the information respecting the issuer theretofore available
to the public, to the facility with which the nature of the securities
to be registered, their relationship to the capital structure of the
issuer and the rights of holders thereof can be understood, and to the
public interest and the protection of investors. If any amendment to any
such statement is filed prior to the effective date of such statement,
the registration statement shall be deemed to have been filed when such
amendment was filed; except that an amendment filed with the consent of
the Commission, prior to the effective date of the registration
statement, or filed pursuant to an order of the Commission, shall be
treated as a part of the registration statement.
(b) Incomplete or inaccurate registration statement
If it appears to the Commission that a registration statement is on
its face incomplete or inaccurate in any material respect, the
Commission may, after notice by personal service or the sending of
confirmed telegraphic notice not later than ten days after the filing of
the registration statement, and opportunity for hearing (at a time fixed
by the Commission) within ten days after such notice by personal service
or the sending of such telegraphic notice, issue an order prior to the
effective date of registration refusing to permit such statement to
become effective until it has been amended in accordance with such
order. When such statement has been amended in accordance with such
order the Commission shall so declare and the registration shall become
effective at the time provided in subsection (a) of this section or upon
the date of such declaration, whichever date is the later.
(c) Effective date of amendment to registration statement
An amendment filed after the effective date of the registration
statement, if such amendment, upon its face, appears to the Commission
not to be incomplete or inaccurate in any material respect, shall become
effective on such date as the Commission may determine, having due
regard to the public interest and the protection of investors.
(d) Untrue statements or omissions in registration statement
If it appears to the Commission at any time that the registration
statement includes any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading, the Commission may, after
notice by personal service or the sending of confirmed telegraphic
notice, and after opportunity for hearing (at a time fixed by the
Commission) within fifteen days after such notice by personal service or
the sending of such telegraphic notice, issue a stop order suspending
the effectiveness of the registration statement. When such statement has
been amended in accordance with such stop order, the Commission shall so
declare and thereupon the stop order shall cease to be effective.
(e) Examination for issuance of stop order
The Commission is empowered to make an examination in any case in
order to determine whether a stop order should issue under subsection
(d) of this section. In making such examination the Commission or any
officer or officers designated by it shall have access to and may demand
the production of any books and papers of, and may administer oaths and
affirmations to and examine, the issuer, underwriter, or any other
person, in respect of any matter relevant to the examination, and may,
in its discretion, require the production of a balance sheet exhibiting
the assets and liabilities of the issuer, or its income statement, or
both, to be certified to by a public or certified accountant approved by
the Commission. If the issuer or underwriter shall fail to cooperate, or
shall obstruct or refuse to permit the making of an examination, such
conduct shall be proper ground for the issuance of a stop order.
(f) Notice requirements
Any notice required under this section shall be sent to or served on
the issuer, or, in case of a foreign government or political subdivision
thereof, to or on the underwriter, or, in the case of a foreign or
Territorial person, to or on its duly authorized representative in the
United States named in the registration statement, properly directed in
each case of telegraphic notice to the address given in such statement.
(May 27, 1933, ch. 38, title I, Sec. 8, 48 Stat. 79; Aug. 22, 1940, ch.
686, title III, Sec. 301, 54 Stat. 857.)
Amendments
1940--Subsec. (a). Act Aug. 22, 1940, amended subsec. (a) generally.
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 77d, 77e, 77g, 77eee, 77ggg,
77iii, 78d-1, 80a-24 of this title.
