§ 78l. — Registration requirements for securities.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC78l]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2B--SECURITIES EXCHANGES
Sec. 78l. Registration requirements for securities
(a) General requirement of registration
It shall be unlawful for any member, broker, or dealer to effect any
transaction in any security (other than an exempted security) on a
national securities exchange unless a registration is effective as to
such security for such exchange in accordance with the provisions of
this chapter and the rules and regulations thereunder. The provisions of
this subsection shall not apply in respect of a security futures product
traded on a national securities exchange.
(b) Procedure for registration; information
A security may be registered on a national securities exchange by
the issuer filing an application with the exchange (and filing with the
Commission such duplicate originals thereof as the Commission may
require), which application shall contain--
(1) Such information, in such detail, as to the issuer and any
person directly or indirectly controlling or controlled by, or under
direct or indirect common control with, the issuer, and any
guarantor of the security as to principal or interest or both, as
the Commission may by rules and regulations require, as necessary or
appropriate in the public interest or for the protection of
investors, in respect of the following:
(A) the organization, financial structure, and nature of the
business;
(B) the terms, position, rights, and privileges of the
different classes of securities outstanding;
(C) the terms on which their securities are to be, and
during the preceding three years have been, offered to the
public or otherwise;
(D) the directors, officers, and underwriters, and each
security holder of record holding more than 10 per centum of any
class of any equity security of the issuer (other than an
exempted security), their remuneration and their interests in
the securities of, and their material contracts with, the issuer
and any person directly or indirectly controlling or controlled
by, or under direct or indirect common control with, the issuer;
(E) remuneration to others than directors and officers
exceeding $20,000 per annum;
(F) bonus and profit-sharing arrangements;
(G) management and service contracts;
(H) options existing or to be created in respect of their
securities;
(I) material contracts, not made in the ordinary course of
business, which are to be executed in whole or in part at or
after the filing of the application or which were made not more
than two years before such filing, and every material patent or
contract for a material patent right shall be deemed a material
contract;
(J) balance sheets for not more than the three preceding
fiscal years, certified if required by the rules and regulations
of the Commission by a registered public accounting firm;
(K) profit and loss statements for not more than the three
preceding fiscal years, certified if required by the rules and
regulations of the Commission by a registered public accounting
firm; and
(L) any further financial statements which the Commission
may deem necessary or appropriate for the protection of
investors.
(2) Such copies of articles of incorporation, bylaws, trust
indentures, or corresponding documents by whatever name known,
underwriting arrangements, and other similar documents of, and
voting trust agreements with respect to, the issuer and any person
directly or indirectly controlling or controlled by, or under direct
or indirect common control with, the issuer as the Commission may
require as necessary or appropriate for the proper protection of
investors and to insure fair dealing in the security.
(3) Such copies of material contracts, referred to in paragraph
(1)(I) above, as the Commission may require as necessary or
appropriate for the proper protection of investors and to insure
fair dealing in the security.
(c) Additional or alternative information
If in the judgment of the Commission any information required under
subsection (b) of this section is inapplicable to any specified class or
classes of issuers, the Commission shall require in lieu thereof the
submission of such other information of comparable character as it may
deem applicable to such class of issuers.
(d) Effective date of registration; withdrawal of registration
If the exchange authorities certify to the Commission that the
security has been approved by the exchange for listing and registration,
the registration shall become effective thirty days after the receipt of
such certification by the Commission or within such shorter period of
time as the Commission may determine. A security registered with a
national securities exchange may be withdrawn or stricken from listing
and registration in accordance with the rules of the exchange and, upon
such terms as the Commission may deem necessary to impose for the
protection of investors, upon application by the issuer or the exchange
to the Commission; whereupon the issuer shall be relieved from further
compliance with the provisions of this section and section 78m of this
title and any rules or regulations under such sections as to the
securities so withdrawn or stricken. An unissued security may be
registered only in accordance with such rules and regulations as the
Commission may prescribe as necessary or appropriate in the public
interest or for the protection of investors.
(e) Exemption from provisions of section for period ending not later
than July 1, 1935
Notwithstanding the foregoing provisions of this section, the
Commission may by such rules and regulations as it deems necessary or
appropriate in the public interest or for the protection of investors,
permit securities listed on any exchange at the time the registration of
such exchange as a national securities exchange becomes effective, to be
registered for a period ending not later than July 1, 1935, without
complying with the provisions of this section.
(f) Unlisted trading privileges for security originally listed on
another national exchange
(1)(A) Notwithstanding the preceding subsections of this section,
any national securities exchange, in accordance with the requirements of
this subsection and the rules hereunder, may extend unlisted trading
privileges to--
(i) any security that is listed and registered on a national
securities exchange, subject to subparagraph (B); and
(ii) any security that is otherwise registered pursuant to this
section, or that would be required to be so registered except for
the exemption from registration provided in subparagraph (B) or (G)
of subsection (g)(2) of this section, subject to subparagraph (E) of
this paragraph.
(B) A national securities exchange may not extend unlisted trading
privileges to a security described in subparagraph (A)(i) during such
interval, if any, after the commencement of an initial public offering
of such security, as is or may be required pursuant to subparagraph (C).
(C) Not later than 180 days after October 22, 1994, the Commission
shall prescribe, by rule or regulation, the duration of the interval
referred to in subparagraph (B), if any, as the Commission determines to
be necessary or appropriate for the maintenance of fair and orderly
markets, the protection of investors and the public interest, or
otherwise in furtherance of the purposes of this chapter. Until the
earlier of the effective date of such rule or regulation or 240 days
after October 22, 1994, such interval shall begin at the opening of
trading on the day on which such security commences trading on the
national securities exchange with which such security is registered and
end at the conclusion of the next day of trading.
(D) The Commission may prescribe, by rule or regulation such
additional procedures or requirements for extending unlisted trading
privileges to any security as the Commission deems necessary or
appropriate for the maintenance of fair and orderly markets, the
protection of investors and the public interest, or otherwise in
furtherance of the purposes of this chapter.
(E) No extension of unlisted trading privileges to securities
described in subparagraph (A)(ii) may occur except pursuant to a rule,
regulation, or order of the Commission approving such extension or
extensions. In promulgating such rule or regulation or in issuing such
order, the Commission--
(i) shall find that such extension or extensions of unlisted
trading privileges is consistent with the maintenance of fair and
orderly markets, the protection of investors and the public
interest, and otherwise in furtherance of the purposes of this
chapter;
(ii) shall take account of the public trading activity in such
securities, the character of such trading, the impact of such
extension on the existing markets for such securities, and the
desirability of removing impediments to and the progress that has
been made toward the development of a national market system; and
(iii) shall not permit a national securities exchange to extend
unlisted trading privileges to such securities if any rule of such
national securities exchange would unreasonably impair the ability
of a dealer to solicit or effect transactions in such securities for
its own account, or would unreasonably restrict competition among
dealers in such securities or between such dealers acting in the
capacity of market makers who are specialists and such dealers who
are not specialists.
(F) An exchange may continue to extend unlisted trading privileges
in accordance with this paragraph only if the exchange and the subject
security continue to satisfy the requirements for eligibility under this
paragraph, including any rules and regulations issued by the Commission
pursuant to this paragraph, except that unlisted trading privileges may
continue with regard to securities which had been admitted on such
exchange prior to July 1, 1964, notwithstanding the failure to satisfy
such requirements. If unlisted trading privileges in a security are
discontinued pursuant to this subparagraph, the exchange shall cease
trading in that security, unless the exchange and the subject security
thereafter satisfy the requirements of this paragraph and the rules
issued hereunder.
(G) For purposes of this paragraph--
(i) a security is the subject of an initial public offering if--
(I) the offering of the subject security is registered under
the Securities Act of 1933 [15 U.S.C. 77a et seq.]; and
(II) the issuer of the security, immediately prior to filing
the registration statement with respect to the offering, was not
subject to the reporting requirements of section 78m or 78o(d)
of this title; and
(ii) an initial public offering of such security commences at
the opening of trading on the day on which such security commences
trading on the national securities exchange with which such security
is registered.
(2)(A) At any time within 60 days of commencement of trading on an
exchange of a security pursuant to unlisted trading privileges, the
Commission may summarily suspend such unlisted trading privileges on the
exchange. Such suspension shall not be reviewable under section 78y of
this title and shall not be deemed to be a final agency action for
purposes of section 704 of title 5. Upon such suspension--
(i) the exchange shall cease trading in the security by the
close of business on the date of such suspension, or at such time as
the Commission may prescribe by rule or order for the maintenance of
fair and orderly markets, the protection of investors and the public
interest, or otherwise in furtherance of the purposes of this
chapter; and
(ii) if the exchange seeks to extend unlisted trading privileges
to the security, the exchange shall file an application to reinstate
its ability to do so with the Commission pursuant to such procedures
as the Commission may prescribe by rule or order for the maintenance
of fair and orderly markets, the protection of investors and the
public interest, or otherwise in furtherance of the purposes of this
chapter.
(B) A suspension under subparagraph (A) shall remain in effect until
the Commission, by order, grants approval of an application to
reinstate, as described in subparagraph (A)(ii).
(C) A suspension under subparagraph (A) shall not affect the
validity or force of an extension of unlisted trading privileges in
effect prior to such suspension.
(D) The Commission shall not approve an application by a national
securities exchange to reinstate its ability to extend unlisted trading
privileges to a security unless the Commission finds, after notice and
opportunity for hearing, that the extension of unlisted trading
privileges pursuant to such application is consistent with the
maintenance of fair and orderly markets, the protection of investors and
the public interest, and otherwise in furtherance of the purposes of
this chapter. If the application is made to reinstate unlisted trading
privileges to a security described in paragraph (1)(A)(ii), the
Commission--
(i) shall take account of the public trading activity in such
security, the character of such trading, the impact of such
extension on the existing markets for such a security, and the
desirability of removing impediments to and the progress that has
been made toward the development of a national market system; and
(ii) shall not grant any such application if any rule of the
national securities exchange making application under this
subsection would unreasonably impair the ability of a dealer to
solicit or effect transactions in such security for its own account,
or would unreasonably restrict competition among dealers in such
security or between such dealers acting in the capacity of
marketmakers who are specialists and such dealers who are not
specialists.
(3) Notwithstanding paragraph (2), the Commission shall by rules and
regulations suspend unlisted trading privileges in whole or in part for
any or all classes of securities for a period not exceeding twelve
months, if it deems such suspension necessary or appropriate in the
public interest or for the protection of investors or to prevent evasion
of the purposes of this chapter.
(4) On the application of the issuer of any security for which
unlisted trading privileges on any exchange have been continued or
extended pursuant to this subsection, or of any broker or dealer who
makes or creates a market for such security, or of any other person
having a bona fide interest in the question of termination or suspension
of such unlisted trading privileges, or on its own motion, the
Commission shall by order terminate, or suspend for a period not
exceeding twelve months, such unlisted trading privileges for such
security if the Commission finds, after appropriate notice and
opportunity for hearing, that such termination or suspension is
necessary or appropriate in the public interest or for the protection of
investors.
(5) In any proceeding under this subsection in which appropriate
notice and opportunity for hearing are required, notice of not less than
ten days to the applicant in such proceeding, to the issuer of the
security involved, to the exchange which is seeking to continue or
extend or has continued or extended unlisted trading privileges for such
security, and to the exchange, if any, on which such security is listed
and registered, shall be deemed adequate notice, and any broker or
dealer who makes or creates a market for such security, and any other
person having a bona fide interest in such proceeding, shall upon
application be entitled to be heard.
(6) Any security for which unlisted trading privileges are continued
or extended pursuant to this subsection shall be deemed to be registered
on a national securities exchange within the meaning of this chapter.
The powers and duties of the Commission under this chapter shall be
applicable to the rules of an exchange in respect of any such security.
The Commission may, by such rules and regulations as it deems necessary
or appropriate in the public interest or for the protection of
investors, either unconditionally or upon specified terms and
conditions, or for stated periods, exempt such securities from the
operation of any provision of section 78m, 78n, or 78p of this title.
(g) Registration of securities by issuer; exemptions
(1) Every issuer which is engaged in interstate commerce, or in a
business affecting interstate commerce, or whose securities are traded
by use of the mails or any means or instrumentality of interstate
commerce shall--
(A) within one hundred and twenty days after the last day of its
first fiscal year ended after July 1, 1964, on which the issuer has
total assets exceeding $1,000,000 and a class of equity security
(other than an exempted security) held of record by seven hundred
and fifty or more persons; and
(B) within one hundred and twenty days after the last day of its
first fiscal year ended after two years from July 1, 1964, on which
the issuer has total assets exceeding $1,000,000 and a class of
equity security (other than an exempted security) held of record by
five hundred or more but less than seven hundred and fifty persons,
register such security by filing with the Commission a registration
statement (and such copies thereof as the Commission may require) with
respect to such security containing such information and documents as
the Commission may specify comparable to that which is required in an
application to register a security pursuant to subsection (b) of this
section. Each such registration statement shall become effective sixty
days after filing with the Commission or within such shorter period as
the Commission may direct. Until such registration statement becomes
effective it shall not be deemed filed for the purposes of section 78r
of this title. Any issuer may register any class of equity security not
required to be registered by filing a registration statement pursuant to
the provisions of this paragraph. The Commission is authorized to extend
the date upon which any issuer or class of issuers is required to
register a security pursuant to the provisions of this paragraph.
(2) The provisions of this subsection shall not apply in respect
of--
(A) any security listed and registered on a national securities
exchange.
(B) any security issued by an investment company registered
pursuant to section 80a-8 of this title.
(C) any security, other than permanent stock, guaranty stock,
permanent reserve stock, or any similar certificate evidencing
nonwithdrawable capital, issued by a savings and loan association,
building and loan association, cooperative bank, homestead
association, or similar institution, which is supervised and
examined by State or Federal authority having supervision over any
such institution.
(D) any security of an issuer organized and operated exclusively
for religious, educational, benevolent, fraternal, charitable, or
reformatory purposes and not for pecuniary profit, and no part of
the net earnings of which inures to the benefit of any private
shareholder or individual; or any security of a fund that is
excluded from the definition of an investment company under section
80a-3(c)(10)(B) of this title.
(E) any security of an issuer which is a ``cooperative
association'' as defined in the Agricultural Marketing Act, approved
June 15, 1929, as amended [12 U.S.C. 1141 et seq.], or a federation
of such cooperative associations, if such federation possesses no
greater powers or purposes than cooperative associations so defined.
(F) any security issued by a mutual or cooperative organization
which supplies a commodity or service primarily for the benefit of
its members and operates not for pecuniary profit, but only if the
security is part of a class issuable only to persons who purchase
commodities or services from the issuer, the security is
transferable only to a successor in interest or occupancy of
premises serviced or to be served by the issuer, and no dividends
are payable to the holder of the security.
(G) any security issued by an insurance company if all of the
following conditions are met:
(i) Such insurance company is required to and does file an
annual statement with the Commissioner of Insurance (or other
officer or agency performing a similar function) of its
domiciliary State, and such annual statement conforms to that
prescribed by the National Association of Insurance
Commissioners or in the determination of such State
commissioner, officer or agency substantially conforms to that
so prescribed.
(ii) Such insurance company is subject to regulation by its
domiciliary State of proxies, consents, or authorizations in
respect of securities issued by such company and such regulation
conforms to that prescribed by the National Association of
Insurance Commissioners.
(iii) After July 1, 1966, the purchase and sales of
securities issued by such insurance company by beneficial
owners, directors, or officers of such company are subject to
regulation (including reporting) by its domiciliary State
substantially in the manner provided in section 78p of this
title.
(H) any interest or participation in any collective trust funds
maintained by a bank or in a separate account maintained by an
insurance company which interest or participation is issued in
connection with (i) a stock-bonus, pension, or profit-sharing plan
which meets the requirements for qualification under section 401 of
title 26, or (ii) an annuity plan which meets the requirements for
deduction of the employer's contribution under section 404(a)(2) of
title 26.
(3) The Commission may by rules or regulations or, on its own
motion, after notice and opportunity for hearing, by order, exempt from
this subsection any security of a foreign issuer, including any
certificate of deposit for such a security, if the Commission finds that
such exemption is in the public interest and is consistent with the
protection of investors.
(4) Registration of any class of security pursuant to this
subsection shall be terminated ninety days, or such shorter period as
the Commission may determine, after the issuer files a certification
with the Commission that the number of holders of record of such class
of security is reduced to less than three hundred persons. The
Commission shall after notice and opportunity for hearing deny
termination of registration if it finds that the certification is
untrue. Termination of registration shall be deferred pending final
determination on the question of denial.
(5) For the purposes of this subsection the term ``class'' shall
include all securities of an issuer which are of substantially similar
character and the holders of which enjoy substantially similar rights
and privileges. The Commission may for the purpose of this subsection
define by rules and regulations the terms ``total assets'' and ``held of
record'' as it deems necessary or appropriate in the public interest or
for the protection of investors in order to prevent circumvention of the
provisions of this subsection. For purposes of this subsection, a
security futures product shall not be considered a class of equity
security of the issuer of the securities underlying the security futures
product.
(h) Exemption by rules and regulations from certain provisions of
section
The Commission may by rules and regulations, or upon application of
an interested person, by order, after notice and opportunity for
hearing, exempt in whole or in part any issuer or class of issuers from
the provisions of subsection (g) of this section or from section 78m,
78n, or 78o(d) of this title or may exempt from section 78p of this
title any officer, director, or beneficial owner of securities of any
issuer, any security of which is required to be registered pursuant to
subsection (g) hereof, upon such terms and conditions and for such
period as it deems necessary or appropriate, if the Commission finds, by
reason of the number of public investors, amount of trading interest in
the securities, the nature and extent of the activities of the issuer,
income or assets of the issuer, or otherwise, that such action is not
inconsistent with the public interest or the protection of investors.
The Commission may, for the purposes of any of the above-mentioned
sections or subsections of this chapter, classify issuers and prescribe
requirements appropriate for each such class.
(i) Securities issued by banks
In respect of any securities issued by banks and savings
associations the deposits of which are insured in accordance with the
Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.], the powers,
functions, and duties vested in the Commission to administer and enforce
this section and sections 78j-1(m), 78m, 78n(a), 78n(c), 78n(d), 78n(f),
and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b),
7262, 7264, and 7265 of this title, (1) with respect to national banks
and banks operating under the Code of Law for the District of Columbia
are vested in the Comptroller of the Currency, (2) with respect to all
other member banks of the Federal Reserve System are vested in the Board
of Governors of the Federal Reserve System, (3) with respect to all
other insured banks are vested in the Federal Deposit Insurance
Corporation, and (4) with respect to savings associations the accounts
of which are insured by the Federal Deposit Insurance Corporation are
vested in the Office of Thrift Supervision. The Comptroller of the
Currency, the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, and the Office of Thrift
Supervision shall have the power to make such rules and regulations as
may be necessary for the execution of the functions vested in them as
provided in this subsection. In carrying out their responsibilities
under this subsection, the agencies named in the first sentence of this
subsection shall issue substantially similar regulations to regulations
and rules issued by the Commission under this section and sections 78j-
1(m), 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p of this title, and
sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this
title, unless they find that implementation of substantially similar
regulations with respect to insured banks and insured institutions are
not necessary or appropriate in the public interest or for protection of
investors, and publish such findings, and the detailed reasons therefor,
in the Federal Register. Such regulations of the above-named agencies,
or the reasons for failure to publish such substantially similar
regulations to those of the Commission, shall be published in the
Federal Register within 120 days of October 28, 1974, and, thereafter,
within 60 days of any changes made by the Commission in its relevant
regulations and rules.
(j) Denial, suspension, or revocation of registration; notice and
hearing
The Commission is authorized, by order, as it deems necessary or
appropriate for the protection of investors to deny, to suspend the
effective date of, to suspend for a period not exceeding twelve months,
or to revoke the registration of a security, if the Commission finds, on
the record after notice and opportunity for hearing, that the issuer, of
such security has failed to comply with any provision of this chapter or
the rules and regulations thereunder. No member of a national securities
exchange, broker, or dealer shall make use of the mails or any means or
instrumentality of interstate commerce to effect any transaction in, or
to induce the purchase or sale of, any security the registration of
which has been and is suspended or revoked pursuant to the preceding
sentence.
(k) Trading suspensions; emergency authority
(1) Trading suspensions
If in its opinion the public interest and the protection of
investors so require, the Commission is authorized by order--
(A) summarily to suspend trading in any security (other than
an exempted security) for a period not exceeding 10 business
days, and
(B) summarily to suspend all trading on any national
securities exchange or otherwise, in securities other than
exempted securities, for a period not exceeding 90 calendar
days.
The action described in subparagraph (B) shall not take effect
unless the Commission notifies the President of its decision and the
President notifies the Commission that the President does not
disapprove of such decision. If the actions described in
subparagraph (A) or (B) involve a security futures product, the
Commission shall consult with and consider the views of the
Commodity Futures Trading Commission.
(2) Emergency orders
(A) The Commission, in an emergency, may by order summarily take
such action to alter, supplement, suspend, or impose requirements or
restrictions with respect to any matter or action subject to
regulation by the Commission or a self-regulatory organization under
this chapter, as the Commission determines is necessary in the
public interest and for the protection of investors--
(i) to maintain or restore fair and orderly securities
markets (other than markets in exempted securities); or
(ii) to ensure prompt, accurate, and safe clearance and
settlement of transactions in securities (other than exempted
securities).
(B) An order of the Commission under this paragraph (2) shall
continue in effect for the period specified by the Commission, and
may be extended, except that in no event shall the Commission's
action continue in effect for more than 10 business days, including
extensions. If the actions described in subparagraph (A) involve a
security futures product, the Commission shall consult with and
consider the views of the Commodity Futures Trading Commission. In
exercising its authority under this paragraph, the Commission shall
not be required to comply with the provisions of section 553 of
title 5 or with the provisions of section 78s(c) of this title.
(3) Termination of emergency actions by President
The President may direct that action taken by the Commission
under paragraph (1)(B) or paragraph (2) of this subsection shall not
continue in effect.
(4) Compliance with orders
No member of a national securities exchange, broker, or dealer
shall make use of the mails or any means or instrumentality of
interstate commerce to effect any transaction in, or to induce the
purchase or sale of, any security in contravention of an order of
the Commission under this subsection unless such order has been
stayed, modified, or set aside as provided in paragraph (5) of this
subsection or has ceased to be effective upon direction of the
President as provided in paragraph (3).
(5) Limitations on review of orders
An order of the Commission pursuant to this subsection shall be
subject to review only as provided in section 78y(a) of this title.
Review shall be based on an examination of all the information
before the Commission at the time such order was issued. The
reviewing court shall not enter a stay, writ of mandamus, or similar
relief unless the court finds, after notice and hearing before a
panel of the court, that the Commission's action is arbitrary,
capricious, an abuse of discretion, or otherwise not in accordance
with law.
(6) ``Emergency'' defined
For purposes of this subsection, the term ``emergency'' means a
major market disturbance characterized by or constituting--
(A) sudden and excessive fluctuations of securities prices
generally, or a substantial threat thereof, that threaten fair
and orderly markets, or
(B) a substantial disruption of the safe or efficient
operation of the national system for clearance and settlement of
securities, or a substantial threat thereof.
(l) Issuance of any security in contravention of rules and regulations;
application to annuity contracts and variable life policies
It shall be unlawful for an issuer, any class of whose securities is
registered pursuant to this section or would be required to be so
registered except for the exemption from registration provided by
subsection (g)(2)(B) or (g)(2)(G) of this section, by the use of any
means or instrumentality of interstate commerce, or of the mails, to
issue, either originally or upon transfer, any of such securities in a
form or with a format which contravenes such rules and regulations as
the Commission may prescribe as necessary or appropriate for the prompt
and accurate clearance and settlement of transactions in securities. The
provisions of this subsection shall not apply to variable annuity
contracts or variable life policies issued by an insurance company or
its separate accounts.
(June 6, 1934, ch. 404, title I, Sec. 12, 48 Stat. 892; May 27, 1936,
ch. 462, Sec. 1, 49 Stat. 1375; Aug. 10, 1954, ch. 667, title II,
Sec. 202, 68 Stat. 686; Pub. L. 88-467, Sec. 3, Aug. 20, 1964, 78 Stat.
565; Pub. L. 90-439, Sec. 1, July 29, 1968, 82 Stat. 454; Pub. L. 91-
547, Sec. 28(c), Dec. 14, 1970, 84 Stat. 1435; Pub. L. 93-495, title I,
Sec. 105(b), Oct. 28, 1974, 88 Stat. 1503; Pub. L. 94-29, Secs. 8, 9,
June 4, 1975, 89 Stat. 117, 118; Pub. L. 99-514, Sec. 2, Oct. 22, 1986,
100 Stat. 2095; Pub. L. 100-181, title III, Sec. 314, Dec. 4, 1987, 101
Stat. 1256; Pub. L. 101-73, title VII, Sec. 744(u)(2), Aug. 9, 1989, 103
Stat. 441; Pub. L. 101-432, Sec. 2, Oct. 16, 1990, 104 Stat. 963; Pub.
L. 103-389, Sec. 2, Oct. 22, 1994, 108 Stat. 4081; Pub. L. 104-62,
Sec. 4(d), Dec. 8, 1995, 109 Stat. 685; Pub. L. 106-554, Sec. 1(a)(5)
[title II, Secs. 206(e), 208(b)(1), (2)], Dec. 21, 2000, 114 Stat. 2763,
2763A-431, 2763A-435; Pub. L. 107-204, Sec. 3(b)(4), title II,
Sec. 205(c)(1), July 30, 2002, 116 Stat. 749, 774.)
References in Text
This chapter, referred to in subsecs. (a), (f), (j), and (k)(2)(A),
was in the original ``this title''. See References in Text note set out
under section 78a of this title.
The Securities Act of 1933, referred to in subsec. (f)(1)(G)(i)(I),
is act May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which is
classified generally to subchapter I (Sec. 77a et seq.) of chapter 2A of
this title. For complete classification of this Act to the Code, see
section 77a of this title and Tables.
The Agricultural Marketing Act, approved June 15, 1929, as amended,
referred to in subsec. (g)(2)(E), is act June 15, 1929, ch. 24, 46 Stat.
11, as amended, which is classified generally to chapter 7A (Sec. 1141
et seq.) of Title 12, Banks and Banking. For complete classification of
this Act to the Code, see section 1141j(f) of Title 12 and Tables.
The Federal Deposit Insurance Act, referred to in subsec. (i), is
act Sept. 21, 1950, ch. 967, Sec. 2, 64 Stat. 873, as amended, which is
classified generally to chapter 16 (Sec. 1811 et seq.) of Title 12,
Banks and Banking. For complete classification of this Act to the Code,
see Short Title note set out under section 1811 of Title 12 and Tables.
Amendments
2002--Subsec. (b)(1)(J), (K). Pub. L. 107-204, Sec. 205(c)(1),
substituted ``a registered public accounting firm'' for ``independent
public accountants''.
Subsec. (i). Pub. L. 107-204, Sec. 3(b)(4)(B), substituted ``and 78p
of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264,
and 7265 of this title,'' for ``and 78p of this title,'' in two places.
Pub. L. 107-204, Sec. 3(b)(4)(A), substituted ``this section and
sections 78j-1(m), 78m'' for ``this section and sections 78m'' in two
places.
2000--Subsec. (a). Pub. L. 106-554, Sec. 1(a)(5) [title II,
Sec. 208(b)(1)], inserted at end ``The provisions of this subsection
shall not apply in respect of a security futures product traded on a
national securities exchange.''
Subsec. (g)(5). Pub. L. 106-554, Sec. 1(a)(5) [title II,
Sec. 208(b)(2)], inserted at end ``For purposes of this subsection, a
security futures product shall not be considered a class of equity
security of the issuer of the securities underlying the security futures
product.''
Subsec. (k)(1). Pub. L. 106-554, Sec. 1(a)(5) [title II,
Sec. 206(e)(1)], inserted at end ``If the actions described in
subparagraph (A) or (B) involve a security futures product, the
Commission shall consult with and consider the views of the Commodity
Futures Trading Commission.''
Subsec. (k)(2)(B). Pub. L. 106-554, Sec. 1(a)(5) [title II,
Sec. 206(e)(2)], inserted after first sentence ``If the actions
described in subparagraph (A) involve a security futures product, the
Commission shall consult with and consider the views of the Commodity
Futures Trading Commission.''
1995--Subsec. (g)(2)(D). Pub. L. 104-62 inserted before period at
end ``; or any security of a fund that is excluded from the definition
of an investment company under section 80a-3(c)(10)(B) of this title''.
1994--Subsec. (f)(1), (2). Pub. L. 103-389, Sec. 2(a), added pars.
(1) and (2) and struck out former pars. (1) and (2) which related to
extension of unlisted trading privileges for securities originally
listed on another national exchange and approval process for application
for extension of such privileges, respectively.
Subsec. (f)(3). Pub. L. 103-389, Sec. 2(b), substituted
``Notwithstanding paragraph (2), the Commission'' for ``The
Commission''.
1990--Subsec. (k). Pub. L. 101-432 amended subsec. (k) generally.
Prior to amendment, subsec. (k) read as follows: ``If in its opinion the
public interest and the protection of investors so require, the
Commission is authorized summarily to suspend trading in any security
(other than an exempted security) for a period not exceeding ten days,
or with the approval of the President, summarily to suspend all trading
on any national securities exchange or otherwise, in securities other
than exempted securities, for a period not exceeding ninety days. No
member of a national securities exchange, broker, or dealer shall make
use of the mails or any means or instrumentality of interstate commerce
to effect any transaction in, or to induce the purchase or sale of, any
security in which trading is so suspended.''
1989--Subsec. (i). Pub. L. 101-73, in first sentence, inserted ``and
savings associations'' after ``securities issued by banks'', struck out
``or institutions the accounts of which are insured by the Federal
Savings and Loan Insurance Corporation'' before ``, the powers,
functions, and duties'', inserted new cl. (4) and struck out former cl.
(4) which read ``with respect to institutions the accounts of which are
insured by the Federal Savings and Loan Insurance Corporation are vested
in the Federal Home Loan Bank Board'', and, in second sentence,
substituted ``Office of Thrift Supervision'' for ``Federal Home Loan
Bank Board''.
1987--Subsec. (m). Pub. L. 100-181 struck out subsec. (m) which read
as follows: ``The Commission is authorized and directed to make a study
and investigation of the practice of recording the ownership of
securities in the records of the issuer in other than the name of the
beneficial owner of such securities to determine (1) whether such
practice is consistent with the purposes of this chapter, with
particular reference to subsection (g) of this section and sections 78m,
78n, 78o(d), 78p, and 78q-1 of this title, and (2) whether steps can be
taken to facilitate communications between issuers and the beneficial
owners of their securities while at the same time retaining the benefits
of such practice. The Commission shall report to the Congress its
preliminary findings within six months after June 4, 1975, and its final
conclusions and recommendations within one year of such date.''
1986--Subsec. (g)(2)(H). Pub. L. 99-514 substituted ``Internal
Revenue Code of 1986'' for ``Internal Revenue Code of 1954'', which for
purposes of codification was translated as ``title 26'' thus requiring
no change in text.
1975--Subsec. (f)(1). Pub. L. 94-29, Sec. 8(1), added subpar. (C)
and in provisions following subpar. (C), substituted ``is based'' for
``was originally based'' and ``remains listed and registered on a
national securities exchange'' for ``shall remain listed and registered
on any other national securities exchange''.
Subsec. (f)(2). Pub. L. 94-29, Sec. 8(1), substituted ``after notice
and opportunity for hearing'' for ``after appropriate notice and
opportunity for hearing'' and ``consistent with the maintenance of fair
and orderly markets and the protection of investors'' for ``necessary or
appropriate in the public interest or for the protection of investors''
in existing provisions and added the enumeration of matters to be taken
into account by the Commission in considering an application for the
extension of unlisted trading privileges to a security not listed and
registered on a national securities exchange.
Subsec. (f)(6). Pub. L. 94-29, Sec. 8(2), substituted ``this
chapter'' for ``section 78s(b) of this title''.
Subsecs. (j) to (m). Pub. L. 94-29, Sec. 9, added subsecs. (j) to
(m).
1974--Subsec. (i). Pub. L. 93-495 added coverage of institutions
insured by the Federal Savings and Loan Insurance Corporation, cl. (4),
and provisions authorizing the Federal Home Loan Bank Board to
promulgate necessary rules and regulations, and substituted provisions
relating to issuance of regulations in order to implement agency
responsibility under this subsec. for provisions relating to the binding
effect of rules, regulations, forms or orders issued or adopted by the
Commission pursuant to this chapter.
1970--Subsec. (g)(2)(H). Pub. L. 91-547 added subpar. (H).
1968--Subsec. (i). Pub. L. 90-439 inserted ``78n(d), 78n(f),'' after
``78n(c)''.
1964--Subsec. (b)(1)(I) to (L). Pub. L. 88-467, Sec. 3(a)(1), (2),
added subpar. (I) and redesignated former subpars. (I) to (K) as (J) to
(L), respectively.
Subsec. (b)(3). Pub. L. 88-467, Sec. 3(a)(3), added par. (3).
Subsec. (f)(1). Pub. L. 88-467, Sec. 3(b), designated first par. as
(1), redesignated cl. (1) as cl. (A) and substituted therein ``July 1,
1964'' for ``March 1, 1934'', redesignated cl. (2) as cl. (B) and struck
out the provision for continuation of unlisted trading privileges, which
is now incorporated in concluding sentence, and struck out cl. (3) which
permitted a national security exchange to extend unlisted trading
privileges to any security in respect to which there was available
information substantially equivalent to that available in respect to a
security duly listed and registered on a national securities exchange,
so long as the registration statement was effective and the reports and
data continued to be filed.
Subsec. (f)(2). Pub. L. 88-467, Sec. 3(b), designated first sentence
of second par. as (2) and substituted therein ``finds, after appropriate
notice and opportunity for hearing, that the extension'' for ``finds
that the continuation or extension'', and struck out second through
sixth sentences of such second par. which related as follows: the second
sentence, to notice and opportunity for hearing, now incorporated in
par. (2); the third sentence, to conditions (respecting sufficiently
widespread public distribution and sufficient public trading activity)
for approval of application to extend unlisted trading privileges to any
security pursuant to former clauses (2) and (3) of subsec. (f); the
fourth sentence, to terms and conditions (subjecting issuer, officers,
and directors of issuer, and beneficial owners of more than 10 per
centum of the securities to duties equivalent to duties if the
securities were registered on a national security exchange) for approval
of application to extend unlisted trading privileges to any security
pursuant to former clause (3) of subsec. (f); the fifth sentence, to
requirement for differentiation by national security exchanges between
quotations or transactions in listed securities and in securities with
unlisted trading privileges, now covered by section 78s(b) of this
title; the sixth sentence, to grouping under separate headings of
quotations or transactions in listed securities and in securities with
unlisted trading privileges, in the publication of quotations or
transactions.
Subsec. (f)(3). Pub. L. 88-467, Sec. 3(b), designated third par. as
(3).
Subsec. (f)(4). Pub. L. 88-467, Sec. 3(b), designated second
sentence of fourth par. as (4), struck out ``by reason of inadequate
public distribution of such security in the vicinity of said exchange,
or by reason of inadequate public trading activity or of the character
of trading therein on said exchange,'' before ``such termination or
suspension is necessary'', and struck out first sentence of fourth par.
which provided for the termination under certain conditions of unlisted
trading privileges continued for any security pursuant to former cl. (1)
of subsec. (f), now incorporated in par. (1)(A) of subsec. (f).
Subsec. (f)(5), (6). Pub. L. 88-467, Sec. 3(b), designated fifth and
sixth pars. as (5) and (6).
Subsecs. (g) to (i). Pub. L. 88-467, Sec. 3(c)-(e), added subsecs.
(g) to (i).
1954--Subsec. (d). Act Aug. 10, 1954, repealed last sentence
requiring that rules and regulations limit the registration of unissued
security to specified cases.
1936--Subsec. (f). Act May 27, 1936, amended first par. and added
subsequent pars.
Effective Date of 1995 Amendment
Amendment by Pub. L. 104-62 applicable as defense to any claim in
administrative and judicial actions pending on or commenced after Dec.
8, 1995, that any person, security, interest, or participation of type
described in Pub. L. 104-62 is subject to the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, or any State statute or regulation
preempted as provided in section 80a-3a of this title, except as
specifically provided in such statutes, see section 7 of Pub. L. 104-62,
set out as a note under section 77c of this title.
Effective Date of 1975 Amendment
Amendment by Pub. L. 94-29 effective June 4, 1975, see section 31(a)
of Pub. L. 94-29, set out as a note under section 78b of this title.
Effective Date of 1970 Amendment
Amendment by Pub. L. 91-547 effective Dec. 14, 1970, see section 30
of Pub. L. 91-547, set out as a note under section 80a-52 of this title.
Effective Date of 1964 Amendment
Amendment by section 3(a), (c) of Pub. L. 88-467 effective July 1,
1964, and amendment by section 3(b), (d), (e) of Pub. L. 88-467
effective Aug. 20, 1964, see section 13 of Pub. L. 88-467, set out as a
note under section 78c of this title.
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 77h-1, 77t, 78c, 78d-1, 78f,
78j-1, 78k-1, 78l-1, 78m, 78n, 78o, 78p, 78q-1, 78u, 78u-3, 78dd-1,
78hh, 78hh-1, 80a-53, 3904 of this title; title 6 section 131; title 7
sections 1a, 2; title 12 section 3305; title 16 section 824c; title 18
sections 1348, 1514A; title 26 sections 162, 409; title 42 section 9675;
title 43 section 1625.
