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Sec.
6. Registration of securities and signing of registration statement
7. Information required in registration statement
Sec. 8. Taking effect of registration statements and amendments thereto
Sec. 8A. Cease-and-desist proceedings
Sec. 9. Court review of orders
Sec. 10. Information required in prospectus
Sec. 11. Civil liabilities on account of false registration statement
Sec. 12. Civil liabilities arising in connection with prospectuses and
Sec. 18. Exemption from State regulation of securities offerings
Sec. 19. Special powers of Commission
Sec. 25. Jurisdiction of other Government agencies over securities
Sec. 26. Separability of provisions
Sec. 27. Private securities litigation
Sec. 27A. Application of safe harbor for forward-looking statements
Sec. 28. General exemptive authority
Schedule A
..........
Schedule B
SECURITIES EXCHANGE ACT OF 1934
Sec. 1. Short title
Sec. 2. Necessity for regulations as provided in this title
Sec. 3. Definitions and application of title
4. Securities and Exchange Commission
Sec. 4A. Delegation of functions by Commission
Sec. 4B. Transfer of functions with respect to assignment of personnel to
Chairman
Sec. 5. Transactions on unregistered exchanges
6. National securities exchanges
Sec. 7. Margin requirements
8. Restrictions on borrowing by members, brokers, and dealers
Sec. 9. Prohibition against manipulation of security prices
Sec. 10. Regulation of the use of manipulative and deceptive devices
Sec. 10A. Audit requirements
Sec. 11. Trading by members of exchanges, brokers, and dealers
Sec. 12. Registration requirements for securities
Sec. 13. Periodical and other reports
Sec. 11A. National market system for securities; securities information
processors
883
101
107
117
iii
Sec. 14. Proxies
Sec. 15. Registration and regulation of brokers and dealers
Sec. 15A. Registered securities associations
Sec. 15B. Municipal securities
127
136
149
157
Sec. 15C. Government securities brokers and dealers
Sec. 16. Directors, officers, and principal stockholders
164
178
Sec. 17. Accounts and records," examinations of exchanges, members, and
others
180
Sec. 17A. National system for clearance and settlement of securities
transactions
188
Sec. 17B. Automated quotation for penny stocks
Sec. 18. Liability for misleading statements
197
198
Sec. 19. Registration, responsibilities, and oversight of self-regulatory
organizations
199
Sec. 20. Liability of controlling persons and persons who aid and abet
violations
208
Sec. 20A. Liability to contemporaneous traders for insider trading
Sec. 21. Investigations; injunctions and prosecution of offenses
Sec. 21A. Civil penalties for insider trading
Sec. 21B. Civil remedies in administrative proceedings
Sec. 21C. Cease-and-desist proceedings
Sec. 21E. Application of safe harbor for forward-looking statements
Sec. 22. Hearings by Commission
233
237
Sec. 23. Rules, regulations, and orders; annual reports
Sec. 27A. Special provision relating to statute of limitations on private
causes of action
Sec. 30A. Prohibited foreign trade practices by issuers
250
Sec. 3. Power to make particular exemptions regarding holding companies,
subsidiary companies, and affiliates
280
Sec. 4. Transactions by unregistered holding companies
282
Sec. 5. Registration of holding companies
Sec. 6. Unlawful security transactions by registered holding and subsidiary
companies
284
Sec. 7. Declarations by registered holding and subsidiary companies in
respect of security transactions
285
Sec. 8. Acquiring interest in electric and gas utility companies serving same
territory
287
Sec. 9. Acquisition of securities and utility assets and other interests
Sec. 10. Approval of acquisition of securities and utility assets and other
interests
288
289
Sec. 11. Simplification of holding-company systems
291
Sec. 12. Intercompany loans; dividends; security transactions; sale of utility
assets; proxies; other transactions
Sec. 18. Investigations; injunctions, enforcement of title, and prosecution of
offenses
304
Sec. 27. Liability of controlling persons; preventing compliance with title
309
Sec. 28. Unlawful representations
Sec. 29. Penalties
310
Sec. 30. Study of public-utility and investment companies
Sec. 31. Hiring and leasing authority of the Commission
Sec. 32. Exempt wholesale generators
Sec. 33. Treatment of foreign utilities
315
Sec. 304. Exempted securities and transactions
331
Sec. 305. Securities required to be registered under Securities Act
333
Sec. 306. Securities not registered under Securities Act
335
Sec. 307. Qualification of indentures covering securities not required to be
registered
336
Sec. 308. Integration of procedure with Securities Act and other Acts
Sec. 309. When qualification becomes effective; effect of qualification
Sec. 310. Eligibility and disqualification of trustee
Sec. 314. Reports by obligor; evidence of compliance with indenture
provisions
350
Sec. 315. Duties and responsibility of the trustee
355
Sec. 316. Directions and waivers by bondholders; prohibition of impairment
of holder's right to payment
356
Sec. 317. Special powers of trustee; duties of paying agents
Sec. 322. Court review of orders; jurisdiction of offenses and suits
361
Sec. 9. Ineligibility of certain affiliated persons and underwriters
Sec. 10. Affiliations of directors
Sec. 15. Investment advisory and underwriting contracts
Sec. 16. Changes in board of directors; provisions relative to strict trusts
Sec. 17. Transactions of certain affiliated persons and underwriters
Sec. 18. Capital structure
Sec. 22. Distribution, redemption, and repurchase of redeemable securities
Sec. 23. Distribution and repurchase of securities: closed-end companies
Sec. 24. Registration of securities under Securities Act of 1933
Sec. 25. Plans of reorganization
Sec. 26. Unit investment trusts
Sec. 27. Periodic payment plans
Sec. 28. Face-amount certificate companies
Sec. 29. Bankruptcy of face-amount certificate companies
Sec. 30. Periodic and other reports; reports of affiliated persons
Sec. 31. Accounts and records
Sec. 32. Accountants and auditors
Sec. 33. Filing of documents with Commission in civil actions
Sec. 34. Destruction and falsification of reports and records
Sec. 35. Unlawful representations and names
Sec. 36. Breach of fiduciary duty
Sec. 37. Larceny and embezzlement
451
452
453
Sec. 38. Rules, regulations, and orders; general powers of Commission
Sec. 39. Rules and regulations; procedure for issuance
454
Sec. 45. Information filed with commission
Sec. 40. Orders; procedure for issuance
Sec. 41. Hearings by Commission
Sec. 42. Enforcement of title
Sec. 43. Court review of orders
Sec. 44. Jurisdiction of offenses and suits
Sec. 46. Annual reports of Commission; employees of the Commission
Sec. 47. Validity of contracts
Sec. 48. Liability of controlling persons; preventing compliance with title
Sec. 49. Penalties
455
457
458
459
460
Sec. 54. Election to be regulated as a business development company
Sec. 55. Functions and activities of business development companies
Sec. 56. Qualifications of directors
Sec. 60. Functions and activities of business development companies
Sec. 61. Capital structure
Sec. 65. Liability of controlling persons; preventing compliance with title
Sec. 204A. Prevention of misuse of nonpublic information
Sec. 213. Court review of orders
Sec. 214. Jurisdiction of offenses and suits
Sec. 215. Validity of contracts
Sec. 216. Annual reports of Commission
Sec. 217. Penalties
Sec. 218. Hiring and leasing authority of the Commission
Sec. 219. Separability of provisions
Sec. 220. Short title
Sec. 221. Effective date
Sec. 222. State regulation of investment advisers
500
501
502
Sec. 2. Application of Securities Exchange Act of 1934
Sec. 3. Securities Investor Protection Corporation
5. Protection of customers
6. General provisions of a liquidation proceeding
Sec. 7. Powers and duties of trustee
Sec. 8. Special provisions of a liquidation proceeding
Sec. 9. SIPC advances
Sec. 10. Direct payment procedure
Sec. 11. SEC functions
Sec. 12. Examining authority functions
Sec. 13. Functions of self-regulatory organizations
Sec. 14. Prohibited acts
Sec. 15. Miscellaneous provisions
Sec. 16. Definitions
Temporary Reporting Provisions:
507
513
518
523
524
525
529
531
532
534
535
536
538
Market Reform Act of 1990, Section 8
545
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
547
Appendix:
Title 5, United States Code, Sections 551-557, 704-706
Commodity Exchange Act, Sections 2, 4m (7 U.S.C. 2, 2a, 6m)
551
591
Title 11, United States Code, Sections 1109(a), 1125, 1129(d), 1145
Act of September 28, 1962 (12 U.S.C. 92a(a) (b))
596
600
Act of October 28, 1974, Section 111 (12 U.S.C. 250)
601
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))
602
603
Federal Home Loan Mortgage Corporation Act, Section 306 (a), (g) (12
U.S.C. 1455 (a), (g))
604
National Housing Act, Sections 302(c)(1), 304(d)-(e), 311 (12 U.S.C.
1717(c)(1), 1719(d)–(e), 1723c)
605
Housing and Community Development Act of 1992, Section 1542 (12
U.S.C. 1831m-1)
608
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)
610
620
623
Federal Deposit Insurance Corporation Improvement Act of 1991, Sec-
tions 401-407 (12 U.S.C. 4401-4407)
644
Reorganization Plan Number 10 of 1950 (15 U.S.C. 78d note)
649
Omnibus Small Business Capital Formation Act of 1980, Sections 502,
503, 504, 506 (15 U.S.C. 80c-80c-3)
651
Liability Risk Retention Act of 1986, Sections 2(a)(4), 5 (15 U.S.C. 3901, 3904)
653
Federal Water Power Act
655
Title 18, United States Code, Sections 152, 471–473, 474A, 494, 495,
510, 513, 1001, 1341-1343, 3571-3574, 6001-6004
656
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)
669
671
673
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)
674
675
vii