§ 79q. — Officers and directors.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC79q]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2C--PUBLIC UTILITY HOLDING COMPANIES
Sec. 79q. Officers and directors
(a) Statement of ownership of securities; duty to file
Every person who is an officer or director of a registered holding
company shall file with the Commission in such form as the Commission
shall prescribe (1) at the time of the registration of such holding
company, or within ten days after such person becomes an officer or
director, a statement of the securities of such registered holding
company or any subsidiary company thereof of which he is, directly or
indirectly, the beneficial owner, and (2) within ten days after the
close of each calendar month thereafter, if there has been any change in
such ownership during such month, a statement of such ownership as of
the close of such calendar month and of the changes in such ownership
that have occurred during such calendar month.
(b) Limitation on profits in purchase and sale of securities
For the purpose of preventing the unfair use of information which
may have been obtained by any such officer or director by reason of his
relationship to such registered holding company or any subsidiary
company thereof, any profit realized by any such officer or director
from any purchase and sale, or any sale and purchase, of any security of
such registered holding company or any subsidiary company thereof within
any period of less than six months, unless such security was acquired in
good faith in connection with a debt previously contracted, shall inure
to and be recoverable by the holding company or subsidiary company in
respect of the security of which such profit was realized, irrespective
of any intention on the part of such officer or director in entering
into such transaction to hold the security purchased or not to
repurchase the security sold for a period of more than six months. Suit
to recover such profit may be instituted at law or in equity in any
court of competent jurisdiction by the company entitled thereto or by
the owner of any security of such company in the name and in the behalf
of such company if such company shall fail or refuse to bring such suit
within sixty days after request or shall fail diligently to prosecute
the same thereafter; but no such suit shall be brought more than two
years after the date such profit was realized. This subsection shall not
cover any transaction where such person was not an officer or director
at the times of the purchase and sale, or the sale and purchase, of the
security involved, or any transaction or transactions which the
Commission by rules and regulations may, as necessary or appropriate in
the public interest or for the protection of investors or consumers,
exempt as not comprehended within the purpose of this subsection.
Nothing in this subsection shall be construed to give a remedy in the
case of any transaction in respect of which a remedy is given under
subsection (b) of section 78p of this title.
(c) Officers or representatives of banking institutions disqualified to
serve as officers or directors
After one year from August 26, 1935, no registered holding company
or any subsidiary company thereof shall have, as an officer or director
thereof, any executive officer, director, partner, appointee, or
representative of any bank, trust company, investment banker, or banking
association or firm, or any executive officer, director, partner,
appointee, or representative of any corporation a majority of whose
stock, having the unrestricted right to vote for the election of
directors, is owned by any bank, trust company, investment banker, or
banking association or firm, except in such cases as rules and
regulations prescribed by the Commission may permit as not adversely
affecting the public interest or the interest of investors or consumers.
(Aug. 26, 1935, ch. 687, title I, Sec. 17, 49 Stat. 830.)
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 section 79p of this title.
