Public Law 87-592 87th Congress, S. 2135 August 20, 1962 An Act To authorize the Securities and Exchange Commission to delegate certain functions. Delegation of functions. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That (a) in addition Securities and to its existing authority, the Securities and Exchange Commission, Exchange Comhereinafter referred to as the "Commission", shall have the authority mission. to delegate, by published order or rule, any of its functions to a division of the Commission, an individual Commissioner, a hearing examiner, or an employee or employee board, including functions with respect to hearing, determining, ordering, certifying, reporting, or otherwise acting as to any work, business, or matter: Provided, however, That nothing herein contained shall be deemed to supersede the provisions of section 7(a) of the Administrative Procedure Act of 1946 (60 Stat. 241), as amended: And provided further, That nothing herein 5 USC 1006. contained shall be deemed to authorize the delegation of the function of rulemaking as defined in the Administrative Procedure Act of 1946, as amended, with reference to general rules as distinguished from rules of particular applicability, or of the making of any rule, regulation, or order pursuant to section 19(b) of the Securities Exchange Act of 1934. 60 Stat. 237. 48 Stat. 898. 15 USC 78s. (b) With respect to the delegation of any of its functions, as provided in subsection (a) of this section, the Commission shall retain a Right of review. discretionary right to review the action of any such division of the Commission, individual Commissioner, hearing examiner, employee, or employee board, upon its own initiative or upon petition of a party to or an intervenor in such action, within such time and in such manner as the Commission shall by rule prescribe: Provided, however, That the vote of one member of the Commission shall be sufficient to bring any such action before the Commission for review: And provided further, That in the event action at a delegated level (1) denies any request for action pursuant to section 8(a) or section 8(c) of the Securities Act of 1933 or the first sentence of section 12(d) of the Securities Exchange Act of 1934; (2) suspends, denies, or revokes a broker-dealer registration pursuant to section 15 (b) of the Securities Exchange Act of 1934; (3) suspends, denies, or withdraws any registration or suspends or expels a member of a national securities exchange pursuant to section 19(a) of the Securities Exchange Act of 1934; or (4) suspends trading on an exchange pursuant to section 19(a) of the Securities Exchange Act of 1934, a person or party adversely affected by such action shall be entitled to review by the Commission. 54 Stat. 857; 48 Stat. 79. 15 USC 77h. 48 Stat. 892. 15 USC 788. 76 STAT. 394. (c) Should the right to exercise such review be declined, or should 76 STAT. 395. no such review be sought within the time stated in the rules promulgated by the Commission, then the action of any such division of the Commission, individual Commissioner, hearing examiner, employee, or employee board, shall, for all purposes, including appeal or review thereof, be deemed the action of the Commission. (307) 76 STAT. 395. SEC. 2. In addition to the functions transferred by the provisions of 5 USC 1332-15. Reorganization Plan Numbered 10 of 1950 (64 Stat. 1265), there are hereby transferred from the Commission to the Chairman of the Commission the functions of the Commission with respect to the assignment of Commission personnel, including Commissioners, to perform such functions as may have been delegated by the Commission to Commission personnel, including Commissioners, pursuant to section 1. Approved August 20, 1962. 88th Congress, S. 1642 An Act 78 STAT. 565.. To amend the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, to extend disclosure requirements to the issuers of additional publicly traded securities, to provide for improved qualification and disciplinary procedures for registered brokers and dealers, and for other purposes. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That this Act may Securities Acts be cited as the "Securities Acts Amendments of 1964". Amendments of 1964 Definitions. SEC. 2. Section 3(a) of the Securities Exchange Act of 1934 is 1964. amended by adding at the end thereof the following four paragraphs: 48 Stat. 882. "(18) The term 'person associated with a broker or dealer' means 15 USC 780. any partner, officer, director, or branch manager of such broker or dealer (or any person occupying a similar status or performing similar functions), or any person directly or indirectly controlling or controlled by such broker or dealer, including any employee of such broker or dealer, except that for the purposes of section 15 (b) of this title Post, p. 570. "(19) The terms investment company', 'affiliated person', and 'insurance company' have the same meanings as in the Investment Company Act of 1940. 54 Stat. 789. "(20) The terms 'investment adviser' and 'underwriter' have the 15 USC 80a-51. same meanings as in the Investment Advisers Act of 1940. "(21) The term 'person associated with a member' means a person who is registered with a registered securities association pursuant to its rules or who is associated with a broker or dealer which is a member of such association." SEC. 3. (a) Section 12(b) of the Securities Exchange Act of 1934 is amended as follows: (1) Subparagraphs (I) through (K) of paragraph (1) are redesignated as (J) through (L), respectively. (2) A new subparagraph (I) is added after subparagraph (H) to read as follows: "(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;" (3) A new paragraph (3) is added at the end of subsection (b) to read as follows: "(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." (b) Section 12(f) of said Act is amended to read as follows: (f) (1) Notwithstanding the foregoing provisions of this section, any national securities exchange, subject to the terms and conditions hereinafter set forth "(A) may continue unlisted trading privileges to which a security had been admitted on such exchange prior to the effective date of subsection (g) (1) of section 12 of this title. (309) 15 USC 80b-20. Registration requirements. 48 Stat. 892. 15 USC 781. Unlisted trad ing privileges. 59 Stat. 1375. 15 USC 781. Post, p. 566. 48 Stat. 898. 15 USC 78s. 78 STAT 566, Post, pp.569,570. commerce. Ante, p. 565. 15 USC 781. "(B) upon application to and approval of such application by the Commission, may extend unlisted trading privileges to any security duly listed and registered on any other national securities exchange. If an extension of unlisted trading privileges to a security was originally based upon its listing and registration on another national securities exchange, such privileges shall continue in effect only so long as such security shall remain listed and registered on any other national securities exchange. "(2) No application pursuant to this subsection shall be approved unless the Commission finds, after appropriate notice and opportunity for hearing, that the extension of unlisted trading privileges pursuant to such application is necessary or appropriate in the public interest or for the protection of investors. "(3) 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 title. "(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 title. The powers and duties of the Commission under section 19 (b) of this title 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 13, 14, or 16 of this title." (c) Section 12 of said Act is further amended by adding thereto the following new subsection: "(g) (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 the effective date of this sub 78 STAT. 567. section 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 the effective date of this subsection 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 18 of this title. Any issuer may register any class 48 Stat. 897. of equity security not required to be registered by filing a registration 15 USC 78r. 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 Nonapplica of "(A) any security listed and registered on a national securities exchange. bility. 54 Stat. 803. "(B) any security issued by an investment company registered pursuant to section 8 of the Investment Company Act of 1940. "(C) any security, other than permanent stock, guaranty stock, 15 USC 80a-8. permanent reserve stock, or any similar certificate evidencing non withdrawable 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. "(E) any security of an issuer which is a 'cooperative association' as defined in the Agricultural Marketing Act, approved June 15, 1929, as amended, or a federation of such cooperative 46 Stat. 11. associations, if such federation possesses no greater powers or pur- 12 USC 1141poses 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 1141j. |