§ 77j. — Information required in prospectus.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77j]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER I--DOMESTIC SECURITIES
Sec. 77j. Information required in prospectus
(a) Information in registration statement; documents not required
Except to the extent otherwise permitted or required pursuant to
this subsection or subsections (c), (d), or (e) of this section--
(1) a prospectus relating to a security other than a security
issued by a foreign government or political subdivision thereof,
shall contain the information contained in the registration
statement, but it need not include the documents referred to in
paragraphs (28) to (32), inclusive, of schedule A of section 77aa of
this title;
(2) a prospectus relating to a security issued by a foreign
government or political subdivision thereof shall contain the
information contained in the registration statement, but it need not
include the documents referred to in paragraphs (13) and (14) of
schedule B of section 77aa of this title;
(3) notwithstanding the provisions of paragraphs (1) and (2) of
this subsection when a prospectus is used more than nine months
after the effective date of the registration statement, the
information contained therein shall be as of a date not more than
sixteen months prior to such use, so far as such information is
known to the user of such prospectus or can be furnished by such
user without unreasonable effort or expense;
(4) there may be omitted from any prospectus any of the
information required under this subsection which the Commission may
by rules or regulations designate as not being necessary or
appropriate in the public interest or for the protection of
investors.
(b) Summarizations and omissions allowed by rules and regulations
In addition to the prospectus permitted or required in subsection
(a) of this section, the Commission shall by rules or regulations deemed
necessary or appropriate in the public interest or for the protection of
investors permit the use of a prospectus for the purposes of subsection
(b)(1) of section 77e of this title which omits in part or summarizes
information in the prospectus specified in subsection (a) of this
section. A prospectus permitted under this subsection shall, except to
the extent the Commission by rules or regulations deemed necessary or
appropriate in the public interest or for the protection of investors
otherwise provides, be filed as part of the registration statement but
shall not be deemed a part of such registration statement for the
purposes of section 77k of this title. The Commission may at any time
issue an order preventing or suspending the use of a prospectus
permitted under this subsection, if it has reason to believe that such
prospectus has not been filed (if required to be filed as part of the
registration statement) or 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, in the light of the
circumstances under which such prospectus is or is to be used, not
misleading. Upon issuance of an order under this subsection, the
Commission shall give notice of the issuance of such order and
opportunity for hearing by personal service or the sending of confirmed
telegraphic notice. The Commission shall vacate or modify the order at
any time for good cause or if such prospectus has been filed or amended
in accordance with such order.
(c) Additional information required by rules and regulations
Any prospectus shall contain such other information as the
Commission may by rules or regulations require as being necessary or
appropriate in the public interest or for the protection of investors.
(d) Classification of prospectuses
In the exercise of its powers under subsections (a), (b), or (c) of
this section, the Commission shall have authority to classify
prospectuses according to the nature and circumstances of their use or
the nature of the security, issue, issuer, or otherwise, and, by rules
and regulations and subject to such terms and conditions as it shall
specify therein, to prescribe as to each class the form and contents
which it may find appropriate and consistent with the public interest
and the protection of investors.
(e) Information in conspicuous part of prospectus
The statements or information required to be included in a
prospectus by or under authority of subsections (a), (b), (c), or (d) of
this section, when written, shall be placed in a conspicuous part of the
prospectus and, except as otherwise permitted by rules or regulations,
in type as large as that used generally in the body of the prospectus.
(f) Prospectus consisting of radio or television broadcast
In any case where a prospectus consists of a radio or television
broadcast, copies thereof shall be filed with the Commission under such
rules and regulations as it shall prescribe. The Commission may by rules
and regulations require the filing with it of forms and prospectuses
used in connection with the offer or sale of securities registered under
this subchapter.
(May 27, 1933, ch. 38, title I, Sec. 10, 48 Stat. 81; June 6, 1934, ch.
404, title II, Sec. 205, 48 Stat. 906; Aug. 10, 1954, ch. 667, title I,
Sec. 8, 68 Stat. 685.)
Amendments
1954--Act Aug. 10, 1954, complemented changes in section 77e of this
title by act Aug. 10, 1954, permitted offering activities in the waiting
period and in so doing rearranged the sequence of the subsections, added
new text contained in subsec. (b), and renumbered subsecs. (c) and (d)
as (e) and (f), respectively.
1934--Subsec. (b)(1). Act June 6, 1934, amended par. (1).
Effective Date of 1954 Amendment
Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10,
1954, see note under section 77b of this title.
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 77b, 77e, 77eee, 80a-2, 80a-
24 of this title.
