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CONTENTS

485

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Securities Act of 1933

Securities Exchange Act of 1934

Public Utility Holding Company Act of 1935

Trust Indenture Act of 1939

Investment Company Act of 1940

Investment Advisers Act of 1940

Securities Investor Protection Act of 1970

Temporary Reporting Provisions

Market Reform Act of 1990, Section 8

Penny Stock Reform Act of 1990 (Title V of the Securities Enforcement

Remedies and Penny Stock Reform Act of 1990), Sections 504(b) and

510

Appendix:

Title 5, United States Code, Sections 551–557, 704–706

Commodity Exchange Act, Sections 2, 4m (7 U.S.C. 2, 2a, 6m)

Title 11, United States Code, Sections 1109(a), 1125, 1129(d), 1145

Act of September 28, 1962 (12 U.S.C. 92a(a)–(b))

Act of October 28, 1974, Section 111 (12 U.S.C. 250)

Export-Import Bank Act of 1945, Section 18(c)(3) (12 U.S.C. 635i-6)

Agricultural Marketing Act, Section 15(a) (12 U.S.C. 1141j(a))

Federal Home Loan Mortgage Corporation Act, Section 306 (a), (g) (12

U.S.C. 1455 (a), (g))

National Housing Act, Sections 302(c)(1), 304(0)-e), 311 (12 U.S.C.

1717(c)(1), 1719(d)-e), 1723c)

Housing and Community Development Act of 1992, Section 1542 (12

U.S.C. 1831m-1)

Bank Holding Company Act of 1956, Section 2 (12 U.S.C. 1841)

Farm Credit Act of 1971, Section 8.12 (12 U.S.C. 2279aa-12)

Right to Financial Privacy Act of 1978 (12 U.S.C. 3401nt-3422)

Federal Deposit Insurance Corporation Improvement Act of 1991, Sec-

tions 401-407 (12 U.S.C. 4401-4407)

Reorganization Plan Number 10 of 1950 (15 U.S.C. 78d note)

Omnibus Small Business Capital Formation Act of 1980, Sections 502,

503, 504, 506 (15 U.S.C. 80c-80c-3)

Liability Risk Retention Act of 1986, Sections 2(a)(4), 5 (15 U.S.C. 3901,

3904)

Federal Water Power Act

Title 18, United States Code, Sections 152, 471-473, 474A, 494, 495,

510, 513, 1001, 1341-1343, 3571–3574, 6001–6004

Higher Education Act of 1965, Section 439(1) (20 U.S.C. 1087–2())
International Finance Corporation Act, Section 13 (22 U.S.C. 282k)
Inter-American Development Bank Act, Sections 11-12 (22 U.S.C. 283h-

283i)

Asian Development Bank Act, Section 11 (22 U.S.C. 285h)

Bretton Woods Agreements Act, Section 15 (22 U.S.C. 286k-1)

Act of June 29, 1949, Section 3 (22 U.S.C. 286k-2)

African Development Bank Act, Section 1341 (22 U.S.C. 290i–9)

European_Bank for Reconstruction and Development Act, as contained

in the Foreign Operations, Export Financing, and Related Programs

Appropriations Act, 1991 (22 U.S.C. 2901 note, 2901, 2901-7)

589

591

592

604
605

IV

Page

613

Appendix-Continued

Internal Revenue Code of 1986, Sections 103, 401, 403, 404, 414, 501,

521, 851 Employee Retirement Income Security Act, Section 3(21) (29 U.S.C.

646 647

1002(21)
Alaska Native Claims Settlement Act, Section 28 (43 U.S.C. 1625)
Regional Rail Reorganization Act of 1973, Section 210(g) (45 U.S.C.

720(g))
Communications Act of 1934, Section 3 (h), (t) (47 U.S.C. 153 (h) (t))
Title 49, United States Code, Section 11367
Regulatory Definition of “Separately Identifiable Department or Division

of a Bank," Rule G-1 Index to Appendix

649 650 651

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652 655

SECURITIES ACT OF 1933

1

SECURITIES ACT OF 1933

(References in brackets ( ) are to title 15, United States Code) AN ACT To provide full and fair disclosure of the character of securities sold in

interstate and foreign commerce and through the mails, and to prevent frauds in the sale thereof, and for other purposes.

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,

TITLE I

SHORT TITLE

SECTION 1. (77a) This title may be cited as the “Securities Act of 1933”.

DEFINITIONS SEC. 2. (77b) When used in this title, unless the context otherwise requires

(1) The term "security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,

any of the foregoing. (2) The term “person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term “trust” shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.

(3) The term "sale" or "sell” shall include every contract of sale or disposition of a security or interest in a security, for value. The term "offer to sell”, "offer for sale", or "offer" shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. The terms defined in this paragraph and the term “offer to buy” as used in subsection (c) of section 5 shall not include pre

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