§ 78n. — Proxies.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC78n]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2B--SECURITIES EXCHANGES
Sec. 78n. Proxies
(a) Solicitation of proxies in violation of rules and regulations
It shall be unlawful for any person, by the use of the mails or by
any means or instrumentality of interstate commerce or of any facility
of a national securities exchange or otherwise, in contravention of such
rules and regulations as the Commission may prescribe as necessary or
appropriate in the public interest or for the protection of investors,
to solicit or to permit the use of his name to solicit any proxy or
consent or authorization in respect of any security (other than an
exempted security) registered pursuant to section 78l of this title.
(b) Giving or refraining from giving proxy in respect of any security
carried for account of customer
(1) It shall be unlawful for any member of a national securities
exchange, or any broker or dealer registered under this chapter, or any
bank, association, or other entity that exercises fiduciary powers, in
contravention of such rules and regulations as the Commission may
prescribe as necessary or appropriate in the public interest or for the
protection of investors, to give, or to refrain from giving a proxy,
consent, authorization, or information statement in respect of any
security registered pursuant to section 78l of this title, or any
security issued by an investment company registered under the Investment
Company Act of 1940 [15 U.S.C. 80a-1 et seq.], and carried for the
account of a customer.
(2) With respect to banks, the rules and regulations prescribed by
the Commission under paragraph (1) shall not require the disclosure of
the names of beneficial owners of securities in an account held by the
bank on December 28, 1985, unless the beneficial owner consents to the
disclosure. The provisions of this paragraph shall not apply in the case
of a bank which the Commission finds has not made a good faith effort to
obtain such consent from such beneficial owners.
(c) Information to holders of record prior to annual or other meeting
Unless proxies, consents, or authorizations in respect of a security
registered pursuant to section 78l of this title, or a security issued
by an investment company registered under the Investment Company Act of
1940 [15 U.S.C. 80a-1 et seq.], are solicited by or on behalf of the
management of the issuer from the holders of record of such security in
accordance with the rules and regulations prescribed under subsection
(a) of this section, prior to any annual or other meeting of the holders
of such security, such issuer shall, in accordance with rules and
regulations prescribed by the Commission, file with the Commission and
transmit to all holders of record of such security information
substantially equivalent to the information which would be required to
be transmitted if a solicitation were made, but no information shall be
required to be filed or transmitted pursuant to this subsection before
July 1, 1964.
(d) Tender offer by owner of more than five per centum of class of
securities; exceptions
(1) It shall be unlawful for any person, directly or indirectly, by
use of the mails or by any means or instrumentality of interstate
commerce or of any facility of a national securities exchange or
otherwise, to make a tender offer for, or a request or invitation for
tenders of, any class of any equity security which is registered
pursuant to section 78l of this title, or any equity security of an
insurance company which would have been required to be so registered
except for the exemption contained in section 78l(g)(2)(G) of this
title, or any equity security issued by a a closed-end investment
company registered under the Investment Company Act of 1940 [15 U.S.C.
80a-1 et seq.], if, after consummation thereof, such person would,
directly or indirectly, be the beneficial owner of more than 5 per
centum of such class, unless at the time copies of the offer or request
or invitation are first published or sent or given to security holders
such person has filed with the Commission a statement containing such of
the information specified in section 78m(d) of this title, and such
additional information as the Commission may by rules and regulations
prescribe as necessary or appropriate in the public interest or for the
protection of investors. All requests or invitations for tenders or
advertisements making a tender offer or requesting or inviting tenders
of such a security shall be filed as a part of such statement and shall
contain such of the information contained in such statement as the
Commission may by rules and regulations prescribe. Copies of any
additional material soliciting or requesting such tender offers
subsequent to the initial solicitation or request shall contain such
information as the Commission may by rules and regulations prescribe as
necessary or appropriate in the public interest or for the protection of
investors, and shall be filed with the Commission not later than the
time copies of such material are first published or sent or given to
security holders. Copies of all statements, in the form in which such
material is furnished to security holders and the Commission, shall be
sent to the issuer not later than the date such material is first
published or sent or given to any security holders.
(2) When two or more persons act as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring,
holding, or disposing of securities of an issuer, such syndicate or
group shall be deemed a ``person'' for purposes of this subsection.
(3) In determining, for purposes of this subsection, any percentage
of a class of any security, such class shall be deemed to consist of the
amount of the outstanding securities of such class, exclusive of any
securities of such class held by or for the account of the issuer or a
subsidiary of the issuer.
(4) Any solicitation or recommendation to the holders of such a
security to accept or reject a tender offer or request or invitation for
tenders shall be made 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.
(5) Securities deposited pursuant to a tender offer or request or
invitation for tenders may be withdrawn by or on behalf of the depositor
at any time until the expiration of seven days after the time definitive
copies of the offer or request or invitation are first published or sent
or given to security holders, and at any time after sixty days from the
date of the original tender offer or request or invitation, except as
the Commission may otherwise prescribe by rules, regulations, or order
as necessary or appropriate in the public interest or for the protection
of investors.
(6) Where any person makes a tender offer, or request or invitation
for tenders, for less than all the outstanding equity securities of a
class, and where a greater number of securities is deposited pursuant
thereto within ten days after copies of the offer or request or
invitation are first published or sent or given to security holders than
such person is bound or willing to take up and pay for, the securities
taken up shall be taken up as nearly as may be pro rata, disregarding
fractions, according to the number of securities deposited by each
depositor. The provisions of this subsection shall also apply to
securities deposited within ten days after notice of an increase in the
consideration offered to security holders, as described in paragraph
(7), is first published or sent or given to security holders.
(7) Where any person varies the terms of a tender offer or request
or invitation for tenders before the expiration thereof by increasing
the consideration offered to holders of such securities, such person
shall pay the increased consideration to each security holder whose
securities are taken up and paid for pursuant to the tender offer or
request or invitation for tenders whether or not such securities have
been taken up by such person before the variation of the tender offer or
request or invitation.
(8) The provisions of this subsection shall not apply to any offer
for, or request or invitation for tenders of, any security--
(A) if the acquisition of such security, together with all other
acquisitions by the same person of securities of the same class
during the preceding twelve months, would not exceed 2 per centum of
that class;
(B) by the issuer of such security; or
(C) which the Commission, by rules or regulations or by order,
shall exempt from the provisions of this subsection as not entered
into for the purpose of, and not having the effect of, changing or
influencing the control of the issuer or otherwise as not
comprehended within the purposes of this subsection.
(e) Untrue statement of material fact or omission of fact with respect
to tender offer
It shall be unlawful for any person to make any untrue statement of
a material fact or omit to state any material fact necessary in order to
make the statements made, in the light of the circumstances under which
they are made, not misleading, or to engage in any fraudulent,
deceptive, or manipulative acts or practices, in connection with any
tender offer or request or invitation for tenders, or any solicitation
of security holders in opposition to or in favor of any such offer,
request, or invitation. The Commission shall, for the purposes of this
subsection, by rules and regulations define, and prescribe means
reasonably designed to prevent, such acts and practices as are
fraudulent, deceptive, or manipulative.
(f) Election or designation of majority of directors of issuer by owner
of more than five per centum of class of securities at other
than meeting of security holders
If, pursuant to any arrangement or understanding with the person or
persons acquiring securities in a transaction subject to subsection (d)
of this section or subsection (d) of section 78m of this title, any
persons are to be elected or designated as directors of the issuer,
otherwise than at a meeting of security holders, and the persons so
elected or designated will constitute a majority of the directors of the
issuer, then, prior to the time any such person takes office as a
director, and in accordance with rules and regulations prescribed by the
Commission, the issuer shall file with the Commission, and transmit to
all holders of record of securities of the issuer who would be entitled
to vote at a meeting for election of directors, information
substantially equivalent to the information which would be required by
subsection (a) or (c) of this section to be transmitted if such person
or persons were nominees for election as directors at a meeting of such
security holders.
(g) Filing fees
(1)(A) At the time of filing such preliminary proxy solicitation
material as the Commission may require by rule pursuant to subsection
(a) of this section that concerns an acquisition, merger, consolidation,
or proposed sale or other disposition of substantially all the assets of
a company, the person making such filing, other than a company
registered under the Investment Company Act of 1940 [15 U.S.C. 80a-1 et
seq.], shall pay to the Commission the following fees:
(i) for preliminary proxy solicitation material involving an
acquisition, merger, or consolidation, if there is a proposed
payment of cash or transfer of securities or property to
shareholders, a fee at a rate that, subject to paragraphs (5) and
(6), is equal to $92 per $1,000,000 of such proposed payment, or of
the value of such securities or other property proposed to be
transferred; and
(ii) for preliminary proxy solicitation material involving a
proposed sale or other disposition of substantially all of the
assets of a company, a fee at a rate that, subject to paragraphs (5)
and (6), is equal to $92 per $1,000,000 of the cash or of the value
of any securities or other property proposed to be received upon
such sale or disposition.
(B) The fee imposed under subparagraph (A) shall be reduced with
respect to securities in an amount equal to any fee paid to the
Commission with respect to such securities in connection with the
proposed transaction under section 77f(b) of this title, or the fee paid
under that section shall be reduced in an amount equal to the fee paid
to the Commission in connection with such transaction under this
subsection. Where two or more companies involved in an acquisition,
merger, consolidation, sale, or other disposition of substantially all
the assets of a company must file such proxy material with the
Commission, each shall pay a proportionate share of such fee.
(2) At the time of filing such preliminary information statement as
the Commission may require by rule pursuant to subsection (c) of this
section, the issuer shall pay to the Commission the same fee as required
for preliminary proxy solicitation material under paragraph (1) of this
subsection.
(3) At the time of filing such statement as the Commission may
require by rule pursuant to subsection (d)(1) of this section, the
person making the filing shall pay to the Commission a fee at a rate
that, subject to paragraphs (5) and (6), is equal to $92 per $1,000,000
of the aggregate amount of cash or of the value of securities or other
property proposed to be offered. The fee shall be reduced with respect
to securities in an amount equal to any fee paid with respect to such
securities in connection with the proposed transaction under section
6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)), or the fee paid
under that section shall be reduced in an amount equal to the fee paid
to the Commission in connection with such transaction under this
subsection.
(4) Offsetting collections.--Fees collected pursuant to this
subsection for any fiscal year shall be deposited and credited as
offsetting collections to the account providing appropriations to the
Commission, and, except as provided in paragraph (9), shall not be
collected for any fiscal year except to the extent provided in advance
in appropriation Acts. No fees collected pursuant to this subsection for
fiscal year 2002 or any succeeding fiscal year shall be deposited and
credited as general revenue of the Treasury.
(5) Annual adjustment.--For each of the fiscal years 2003 through
2011, the Commission shall by order adjust each of the rates required by
paragraphs (1) and (3) for such fiscal year to a rate that is equal to
the rate (expressed in dollars per million) that is applicable under
section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)] for such
fiscal year.
(6) Final rate adjustment.--For fiscal year 2012 and all of the
succeeding fiscal years, the Commission shall by order adjust each of
the rates required by paragraphs (1) and (3) for all of such fiscal
years to a rate that is equal to the rate (expressed in dollars per
million) that is applicable under section 6(b) of the Securities Act of
1933 [15 U.S.C. 77f(b)] for all of such fiscal years.
(7) Pro rata application.--The rates per $1,000,000 required by this
subsection shall be applied pro rata to amounts and balances of less
than $1,000,000.
(8) Review and effective date.--In exercising its authority under
this subsection, the Commission shall not be required to comply with the
provisions of section 553 of title 5. An adjusted rate prescribed under
paragraph (5) or (6) and published under paragraph (10) shall not be
subject to judicial review. Subject to paragraphs (4) and (9)--
(A) an adjusted rate prescribed under paragraph (5) shall take
effect on the later of--
(i) the first day of the fiscal year to which such rate
applies; or
(ii) five days after the date on which a regular
appropriation to the Commission for such fiscal year is enacted;
and
(B) an adjusted rate prescribed under paragraph (6) shall take
effect on the later of--
(i) the first day of fiscal year 2012; or
(ii) five days after the date on which a regular
appropriation to the Commission for fiscal year 2012 is enacted.
(9) Lapse of appropriation.--If on the first day of a fiscal year a
regular appropriation to the Commission has not been enacted, the
Commission shall continue to collect fees (as offsetting collections)
under this subsection at the rate in effect during the preceding fiscal
year, until 5 days after the date such a regular appropriation is
enacted.
(10) Publication.--The rate applicable under this subsection for
each fiscal year is published pursuant to section 6(b)(10) of the
Securities Act of 1933 [15 U.S.C. 77f(b)(10)].
(11) Notwithstanding any other provision of law, the Commission may
impose fees, charges, or prices for matters not involving any
acquisition, merger, consolidation, sale, or other disposition of assets
described in this subsection, as authorized by section 9701 of title 31,
or otherwise.
(h) Proxy solicitations and tender offers in connection with limited
partnership rollup transactions
(1) Proxy rules to contain special provisions
It shall be unlawful for any person to solicit any proxy,
consent, or authorization concerning a limited partnership rollup
transaction, or to make any tender offer in furtherance of a limited
partnership rollup transaction, unless such transaction is conducted
in accordance with rules prescribed by the Commission under
subsections (a) and (d) of this section as required by this
subsection. Such rules shall--
(A) permit any holder of a security that is the subject of
the proposed limited partnership rollup transaction to engage in
preliminary communications for the purpose of determining
whether to solicit proxies, consents, or authorizations in
opposition to the proposed limited partnership rollup
transaction, without regard to whether any such communication
would otherwise be considered a solicitation of proxies, and
without being required to file soliciting material with the
Commission prior to making that determination, except that--
(i) nothing in this subparagraph shall be construed to
limit the application of any provision of this chapter
prohibiting, or reasonably designed to prevent, fraudulent,
deceptive, or manipulative acts or practices under this
chapter; and
(ii) any holder of not less than 5 percent of the
outstanding securities that are the subject of the proposed
limited partnership rollup transaction who engages in the
business of buying and selling limited partnership interests
in the secondary market shall be required to disclose such
ownership interests and any potential conflicts of interests
in such preliminary communications;
(B) require the issuer to provide to holders of the
securities that are the subject of the limited partnership
rollup transaction such list of the holders of the issuer's
securities as the Commission may determine in such form and
subject to such terms and conditions as the Commission may
specify;
(C) prohibit compensating any person soliciting proxies,
consents, or authorizations directly from security holders
concerning such a limited partnership rollup transaction--
(i) on the basis of whether the solicited proxy,
consent, or authorization either approves or disapproves the
proposed limited partnership rollup transaction; or
(ii) contingent on the approval, disapproval, or
completion of the limited partnership rollup transaction;
(D) set forth disclosure requirements for soliciting
material distributed in connection with a limited partnership
rollup transaction, including requirements for clear, concise,
and comprehensible disclosure with respect to--
(i) any changes in the business plan, voting rights,
form of ownership interest, or the compensation of the
general partner in the proposed limited partnership rollup
transaction from each of the original limited partnerships;
(ii) the conflicts of interest, if any, of the general
partner;
(iii) whether it is expected that there will be a
significant difference between the exchange values of the
limited partnerships and the trading price of the securities
to be issued in the limited partnership rollup transaction;
(iv) the valuation of the limited partnerships and the
method used to determine the value of the interests of the
limited partners to be exchanged for the securities in the
limited partnership rollup transaction;
(v) the differing risks and effects of the limited
partnership rollup transaction for investors in different
limited partnerships proposed to be included, and the risks
and effects of completing the limited partnership rollup
transaction with less than all limited partnerships;
(vi) the statement by the general partner required under
subparagraph (E);
(vii) such other matters deemed necessary or appropriate
by the Commission;
(E) require a statement by the general partner as to whether
the proposed limited partnership rollup transaction is fair or
unfair to investors in each limited partnership, a discussion of
the basis for that conclusion, and an evaluation and a
description by the general partner of alternatives to the
limited partnership rollup transaction, such as liquidation;
(F) provide that, if the general partner or sponsor has
obtained any opinion (other than an opinion of counsel),
appraisal, or report that is prepared by an outside party and
that is materially related to the limited partnership rollup
transaction, such soliciting materials shall contain or be
accompanied by clear, concise, and comprehensible disclosure
with respect to--
(i) the analysis of the transaction, scope of review,
preparation of the opinion, and basis for and methods of
arriving at conclusions, and any representations and
undertakings with respect thereto;
(ii) the identity and qualifications of the person who
prepared the opinion, the method of selection of such
person, and any material past, existing, or contemplated
relationships between the person or any of its affiliates
and the general partner, sponsor, successor, or any other
affiliate;
(iii) any compensation of the preparer of such opinion,
appraisal, or report that is contingent on the transaction's
approval or completion; and
(iv) any limitations imposed by the issuer on the access
afforded to such preparer to the issuer's personnel,
premises, and relevant books and records;
(G) provide that, if the general partner or sponsor has
obtained any opinion, appraisal, or report as described in
subparagraph (F) from any person whose compensation is
contingent on the transaction's approval or completion or who
has not been given access by the issuer to its personnel and
premises and relevant books and records, the general partner or
sponsor shall state the reasons therefor;
(H) provide that, if the general partner or sponsor has not
obtained any opinion on the fairness of the proposed limited
partnership rollup transaction to investors in each of the
affected partnerships, such soliciting materials shall contain
or be accompanied by a statement of such partner's or sponsor's
reasons for concluding that such an opinion is not necessary in
order to permit the limited partners to make an informed
decision on the proposed transaction;
(I) require that the soliciting material include a clear,
concise, and comprehensible summary of the limited partnership
rollup transaction (including a summary of the matters referred
to in clauses (i) through (vii) of subparagraph (D) and a
summary of the matter referred to in subparagraphs (F), (G), and
(H)), with the risks of the limited partnership rollup
transaction set forth prominently in the fore part thereof;
(J) provide that any solicitation or offering period with
respect to any proxy solicitation, tender offer, or information
statement in a limited partnership rollup transaction shall be
for not less than the lesser of 60 calendar days or the maximum
number of days permitted under applicable State law; and
(K) contain such other provisions as the Commission
determines to be necessary or appropriate for the protection of
investors in limited partnership rollup transactions.
(2) Exemptions
The Commission may, consistent with the public interest, the
protection of investors, and the purposes of this chapter, exempt by
rule or order any security or class of securities, any transaction
or class of transactions, or any person or class of persons, in
whole or in part, conditionally or unconditionally, from the
requirements imposed pursuant to paragraph (1) or from the
definition contained in paragraph (4).
(3) Effect on Commission authority
Nothing in this subsection limits the authority of the
Commission under subsection (a) or (d) of this section or any other
provision of this chapter or precludes the Commission from imposing,
under subsection (a) or (d) of this section or any other provision
of this chapter, a remedy or procedure required to be imposed under
this subsection.
(4) ``Limited partnership rollup transaction'' defined
Except as provided in paragraph (5), as used in this subsection,
the term ``limited partnership rollup transaction'' means a
transaction involving the combination or reorganization of one or
more limited partnerships, directly or indirectly, in which--
(A) some or all of the investors in any of such limited
partnerships will receive new securities, or securities in
another entity, that will be reported under a transaction
reporting plan declared effective before December 17, 1993, by
the Commission under section 78k-1 of this title;
(B) any of the investors' limited partnership securities are
not, as of the date of filing, reported under a transaction
reporting plan declared effective before December 17, 1993, by
the Commission under section 78k-1 of this title;
(C) investors in any of the limited partnerships involved in
the transaction are subject to a significant adverse change with
respect to voting rights, the term of existence of the entity,
management compensation, or investment objectives; and
(D) any of such investors are not provided an option to
receive or retain a security under substantially the same terms
and conditions as the original issue.
(5) Exclusions from definition
Notwithstanding paragraph (4), the term ``limited partnership
rollup transaction'' does not include--
(A) a transaction that involves only a limited partnership
or partnerships having an operating policy or practice of
retaining cash available for distribution and reinvesting
proceeds from the sale, financing, or refinancing of assets in
accordance with such criteria as the Commission determines
appropriate;
(B) a transaction involving only limited partnerships
wherein the interests of the limited partners are repurchased,
recalled, or exchanged in accordance with the terms of the
preexisting limited partnership agreements for securities in an
operating company specifically identified at the time of the
formation of the original limited partnership;
(C) a transaction in which the securities to be issued or
exchanged are not required to be and are not registered under
the Securities Act of 1933 [15 U.S.C. 77a et seq.];
(D) a transaction that involves only issuers that are not
required to register or report under section 78l of this title,
both before and after the transaction;
(E) a transaction, except as the Commission may otherwise
provide by rule for the protection of investors, involving the
combination or reorganization of one or more limited
partnerships in which a non-affiliated party succeeds to the
interests of a general partner or sponsor, if--
(i) such action is approved by not less than 66\2/3\
percent of the outstanding units of each of the
participating limited partnerships; and
(ii) as a result of the transaction, the existing
general partners will receive only compensation to which
they are entitled as expressly provided for in the
preexisting limited partnership agreements; or
(F) a transaction, except as the Commission may otherwise
provide by rule for the protection of investors, in which the
securities offered to investors are securities of another entity
that are reported under a transaction reporting plan declared
effective before December 17, 1993, by the Commission under
section 78k-1 of this title, if--
(i) such other entity was formed, and such class of
securities was reported and regularly traded, not less than
12 months before the date on which soliciting material is
mailed to investors; and
(ii) the securities of that entity issued to investors
in the transaction do not exceed 20 percent of the total
outstanding securities of the entity, exclusive of any
securities of such class held by or for the account of the
entity or a subsidiary of the entity.
(June 6, 1934, ch. 404, title I, Sec. 14, 48 Stat. 895; Pub. L. 88-467,
Sec. 5, Aug. 20, 1964, 78 Stat. 569; Pub. L. 90-439, Sec. 3, July 29,
1968, 82 Stat. 455; Pub. L. 91-567, Secs. 3-5, Dec. 22, 1970, 84 Stat.
1497; Pub. L. 98-38, Sec. 2(b), June 6, 1983, 97 Stat. 205; Pub. L. 99-
222, Sec. 2, Dec. 28, 1985, 99 Stat. 1737; Pub. L. 101-550, title III,
Sec. 302, Nov. 15, 1990, 104 Stat. 2721; Pub. L. 103-202, title III,
Sec. 302(a), Dec. 17, 1993, 107 Stat. 2359; Pub. L. 105-353, title III,
Sec. 301(b)(7), Nov. 3, 1998, 112 Stat. 3236; Pub. L. 107-123, Sec. 6,
Jan. 16, 2002, 115 Stat. 2396.)
References in Text
This chapter, referred to in subsecs. (b) and (h)(1)(A), (2), (3),
was in the original ``this title''. See References in Text note set out
under section 78a of this title.
The Investment Company Act of 1940, referred to in subsecs. (b)(1),
(c), (d)(1), and (g)(1)(A), is title I of act Aug. 22, 1940, ch. 686, 54
Stat. 789, as amended, which is classified generally to subchapter I
(Sec. 80a-1 et seq.) of chapter 2D of this title. For complete
classification of this Act to the Code, see section 80a-51 of this title
and Tables.
The Securities Act of 1933, referred to in subsec. (h)(5)(C), 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.
Amendments
2002--Subsec. (g)(1)(A)(i), (ii), (3). Pub. L. 107-123, Sec. 6(1),
substituted ``a fee at a rate that, subject to paragraphs (5) and (6),
is equal to $92 per $1,000,000 of'' for ``a fee of \1/50\ of 1 per
centum of''.
Subsec. (g)(4) to (11). Pub. L. 107-123, Sec. 6(2), (3), added pars.
(4) to (10) and redesignated former par. (4) as (11).
1998--Subsec. (g)(4). Pub. L. 105-353 substituted ``consolidation,
sale,'' for ``consolidation sale,''.
1993--Subsec. (h). Pub. L. 103-202 added subsec. (h).
1990--Subsec. (b)(1). Pub. L. 101-550, Sec. 302(a), substituted
``section 78l of this title, or any security issued by an investment
company registered under the Investment Company Act of 1940,'' for
``section 78l of this title'' and ``authorization, or information
statement'' for ``or authorization''.
Subsec. (c). Pub. L. 101-550, Sec. 302(b), substituted ``title, or a
security issued by an investment company registered under the Investment
Company Act of 1940,'' for ``title''.
1985--Subsec. (b). Pub. L. 99-222 designated existing provision as
par. (1), inserted ``or any bank, association, or other entity that
exercises fiduciary powers,'' after ``under this chapter,'', and added
par. (2).
1983--Subsec. (g). Pub. L. 98-38 added subsec. (g).
1970--Subsec. (d)(1). Pub. L. 91-567, Sec. 3, included equity
securities of an insurance company which would have been required to be
registered except for the exemption contained in section 78l(g)(2)(G) of
this title, and substituted ``5 per centum'' for ``10 per centum''.
Subsec. (d)(8). Pub. L. 91-567, Sec. 4, struck out cl. (A) which
excluded offers for, or invitations for tenders of, securities proposed
to be made by means of a registration statement under the Securities Act
of 1933, and redesignated cls. (B) to (D) as (A) to (C), respectively.
Subsec. (e). Pub. L. 91-567, Sec. 5, inserted provisions requiring
the Commission, for the purposes of the subsection, by rules and
regulations to define, and prescribe means reasonably designed to
prevent, such acts and practices as are fraudulent, deceptive, or
manipulative.
1968--Subsecs. (d) to (f). Pub. L. 90-439 added subsecs. (d) to (f).
1964--Subsec. (a). Pub. L. 88-467, Sec. 5(a), substituted provisions
which make it unlawful for any person, in contravention of the
Commission's rules and regulations, to solicit, or to permit the use of
his name to solicit, proxies in respect of any security registered
pursuant to section 78l of this title for former provisions which
limited the Commission's rulemaking authority to proxies relating to
securities listed and registered on a national securities exchange.
Subsec. (b). Pub. L. 88-467, Sec. 5(b), substituted provisions which
make it unlawful for members of a national securities exchange and
brokers and dealers registered under this chapter, in contravention of
such rules as may be prescribed by the Commission, to give, or to
refrain from giving proxies, consents, and other authorizations in
respect of any security registered under section 78l of this title
carried for the account of customers for former provisions which limited
the Commission's rulemaking authority only to the giving of proxies in
respect to listed securities carried for the account of customers by
members of the national securities exchanges and by brokers or dealers
who conduct business through the medium of an exchange member, and
deleted the reference to brokers and dealers who transacted business
through the medium of an exchange member as being now covered by brokers
and dealers registered under this chapter.
Subsec. (c). Pub. L. 88-467, Sec. 5(c), added subsec. (c).
Effective Date of 2002 Amendment
Amendment by Pub. L. 107-123 effective Oct. 1, 2001, except that
authorities provided by subsec. (g)(9) of this section to not apply
until Oct. 1, 2002, see section 11 of Pub. L. 107-123, set out as a note
under section 78ee of this title.
Effective Date of 1990 Amendment
Section 303 of Pub. L. 101-550 provided that: ``The amendments made
by section 302 of this title [amending this section] shall take effect
upon the expiration of 180 days after the date of enactment of this Act
[Nov. 15, 1990].''
Effective Date of 1985 Amendment
Section 3 of Pub. L. 99-222 provided that: ``The amendments made by
this Act [amending this section] shall become effective one year after
the date of enactment of this Act [Dec. 28, 1985].''
Effective Date of 1964 Amendment
Amendment by 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.
Regulations
Section 302(b) of Pub. L. 103-202 provided that: ``The Securities
and Exchange Commission shall conduct rulemaking proceedings and
prescribe final regulations under the Securities Act of 1933 [15 U.S.C.
77a et seq.] and the Securities Exchange Act of 1934 [15 U.S.C. 78a et
seq.] to implement the requirements of section 14(h) of the Securities
Exchange Act of 1934 [15 U.S.C. 78n(h)], as amended by subsection (a),
and such regulations shall become effective not later than 12 months
after the date of enactment of this Act [Dec. 17, 1993].''
Construction of 1993 Amendment
Amendment by Pub. L. 103-202 not to limit authority of Securities
and Exchange Commission, a registered securities association, or a
national securities exchange under any provision of this chapter or
preclude the Commission or such association or exchange from imposing a
remedy or procedure required to be imposed under such amendment, see
section 304(b) of Pub. L. 103-202, set out in an Effective Date of 1993
Amendment note under section 78f 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.
Study and Report on Shareholder Access to Proxy Statements
Pub. L. 104-290, title V, Sec. 510(b), Oct. 11, 1996, 110 Stat.
3450, provided that:
``(1) Study.--The Commission shall conduct a study of--
``(A) whether shareholder access to proxy statements pursuant to
section 14 of the Securities Exchange Act of 1934 [15 U.S.C. 78n]
has been impaired by recent statutory, judicial, or regulatory
changes; and
``(B) the ability of shareholders to have proposals relating to
corporate practices and social issues included as part of proxy
statements.
``(2) Report.--Not later than 1 year after the date of enactment of
this Act [Oct. 11, 1996], the Commission shall submit a report to the
Congress on the results of the study conducted under paragraph (1),
together with any recommendations for regulatory or legislative changes
that it considers necessary to improve shareholder access to proxy
statements.''
Evaluation of Fairness Opinion Preparation, Disclosure, and Use
Section 302(c) of Pub. L. 103-202 provided that:
``(1) Evaluation required.--The Comptroller General of the United
States shall, within 18 months after the date of enactment of this Act
[Dec. 17, 1993], conduct a study of--
``(A) the use of fairness opinions in limited partnership rollup
transactions;
``(B) the standards which preparers use in making determinations
of fairness;
``(C) the scope of review, quality of analysis, qualifications
and methods of selection of preparers, costs of preparation, and any
limitations imposed by issuers on such preparers;
``(D) the nature and quality of disclosures provided with
respect to such opinions;
``(E) any conflicts of interest with respect to the preparation
of such opinions; and
``(F) the usefulness of such opinions to limited partners.
``(2) Report required.--Not later than the end of the 18-month
period referred to in paragraph (1), the Comptroller General of the
United States shall submit to the Congress a report on the evaluation
required by paragraph (1).''
Section Referred to in Other Sections
This section is referred to in sections 77f, 78c, 78f, 78l, 78o,
78o-3, 78hh of this title.
