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Subpart A-Organization and Program


Sec. 200.1 General statement and statutory au

thority. 200.2 Statutory functions.

Delegation of authority

retary of the Commission. 200.30-8 (Reserved) 200.30–9 Delegation of authority to hearing

officers. 200.30-10 Delegation of authority to Chief

Administrative Law Judge. 200.30–11 Delegation of authority to Associ

ate Executive Director of the Office of

Filings and Information Services. 200.30-12 (Reserved) 200.30–13 Delegation of authority to Associ

ate Executive Director of the Office of

the Comptroller. 200.30-14 Delegation of authority to the

General Counsel. 200.30–15 Delegation of authority to Execu

tive Director. 200.30–16 Delegation of authority to Execu

tive Assistant to the Chairman. 200.30-17 Delegation of authority to Direc

tor of Office of International Affairs. 200.30–18 Delegation of authority to Direc

tor of the Office of Compliance Inspections and Examinations.

Subpart B-Disposition of Commission


200.40 Joint disposition of business by Com

mission meeting. 200.41 Quorum of the Commission. 200.42 Disposition of business by seriatim

Commission consideration. 200.43 Disposition of business by exercise of

authority delegated to individual Commissioner.

Subpart C-Canons of Ethics

GENERAL ORGANIZATION 200.10 The Commission. 200.11 Headquarters Office Regional and

District Office relationships. 200.12 Functional responsibilities. 200.13 Executive Director. 200.13a The Secretary of the Commission. 200.13b Director of the Office of Public Af

fairs, Policy Evaluation, and Research. 200.14 Office of Administrative Law Judges. 200.16 Office of International Affairs. 200.16 Executive Assistant to the Chairman. 200.16a Inspector General. 200.17 Chief Management Analyst. 200.18 Director of Division of Corporation

Finance. 200.19a Director of the Division of Market

Regulation. 200.19b Director of the Division of Enforce

ment. 200.19c Director of the Office of Compliance

Inspections and Examinations. 200.20b Director of Division of Investment

Management. 200.200 Office of Filings and Information

Services. 200.21 The General Counsel. 200.21a The Ethics Counsel. 200.22 The Chief Accountant. 200.238 Office of Economic Analysis. 200.236 (Reserved) 200.24 Office of the Comptroller. 200.24a Director of the Office of Consumer

Affairs. 200.25 Office of Administrative and Person

nel Management. 200.28 (Reserved) 200.28a Office of Information Technology. 200.27 The Regional Directors. 200.27a The District Administrators. 200.28 Issuance of instructions. 200.29 Rules. 200.30–1 Delogation of authority to Director

of Division of Corporation Finance. 200.30-3 Delegation of authority to Director

of Division of Market Regulation. 200.304 Delegation of authority to Director

of Division of Enforcement. 200.30-5 Delegation of authority to Director

of Division of Investment Management. 200.80–6 Delegation of authority to Regional

Directors. 200.30-68 Delegation of authority to District


200.50 Authority. 200.51 Policy. 200.52 Copies of the Canons. 200.53 Preamble. 200.54 Constitutional obligations. 200.55 Statutory obligations. 200.66 Personal conduct. 200.57 Relationships with other members. 200.58 Maintenance of independence. 200.59 Relationship with persons subject to

regulation. 200.60 Qualification to participate in par

ticular matters. 200.61 Impressions of influence. 200.62 Ex parte communications. 200.63 Commission opinions. 200.64 Judicial review. 200.65 Legislative proposals. 200.66 Investigations. 200.67 Power to adopt rules. 200.68 Promptness. 200.69 Conduct toward parties and their

counsel. 200.70 Business promotions. 200.71 Fiduciary relationships. 200.72 Supervision of Internal organization.

Subpart D-Information and Requests 200.304 Disclosure of requested records.

200.305 Special procedure: Medical records. 200.80 Commission records and information. 200.306 Requests for amendment or correc200.80a Appendix A-Documentary mate

tion of records. rials available to the public.

200.307 Review of requests for amendment 200.80b Appendix B-SEC releases.

or correction. 200.80C Appendix C-Rules and miscellane- 200.308 Appeal of initial adverse agency de ous publications available from the Gov

termination as to access or as to amendernment Printing Office.

ment or correction. 200.80d Appendix D_Other publications 200.309 General provisions. available from the Commission.

200.310 Fees. 200.80e Appendix E-Schedule of fees for 200.311 Penalties. records services.

200.312 Specific exemptions. 200.80f Appendix F-Records control sched

200.313 Inspector General exemptions. ule. 200.81 Publication of interpretative, no-ac- Subpart 1 - Regulations Pertaining to Public

tion and certain exemption letters and Observation of Commission Meetings

other written communications. 200.82 Public availability of materials flled 200.400 Open meetings.

pursuant to $240.14a-8(a) and related ma- 200.401 Definitions. terials.

200.402 Closed meetings. 200.83 Confidential treatment procedures 200.403 Notice of Commission meetings. under the Freedom of Information Act. 200.404 General procedure for determination

to close meeting. Subpart E [Reserved)

200.405 Special procedure for determination

to close meeting. Subpart F-Code of Behavior Governing Ex 200.406 Certification by the General Coun

Parte Communications Between Per- sel. sons Outside the Commission and 200.407 Transcripts, minutes, and other docDecisional Employees

uments concerning closed Commission

meetings. 200.110 Purpose.

200.408 Public access to transcripts and 200.111 Prohibitions; application; defini- minutes of closed Commission meetings; tions.

record retention. 200.112 Duties of recipient; notice to partici- 200.409 Administrative appeals. pants.

200.410 Miscellaneous. 200.113 Opportunity to respond; interception.

Subpart J-Classification and Declassifica200.114 Sanctions.

tion of National Security Information

and Material Subpart G-Plan of Organization and Op

eration Effective During Emergency 200.500 Purpose. Conditions

200.501 Applicability.

200.502 Definition. 200.200 Purpose.

200.503 Senior agency official. 200.201 Emergency conditions, effective 200.504 Oversight Committee. date, and duration,

200.505 Original classification. 200.202 Offices, and information and submit- 200.506 Derivative classification. tals.

200.507 Declassification dates on derivative 200.203 Organization, and delegations of au- documents. thority.

200.508 Requests for mandatory review for 200.204 Personnel, fiscal, and service func- declassification. tions.

200.509 Challenge to classification by Com200.205 Effect upon existing Commission or- mission employees. ganization, delegations, and rules.

200.510 Access by historical researchers.

200.511 Access by former Presidential apSubpart H-Regulations Pertaining to the

pointees. Privacy of Individuals and Systems of Records Maintained by the Commis- Subpart K-Regulations Pertaining to the sion

Protection of the Environment 200.301 Purpose and scope.

200.550 Purpose. 200.302 Definitions.

200.551 Applicability. 200.303 Times, places and requirements for

200.552 NEPA planning. requests pertaining to individual records 200.553 Draft, final and supplemental impact in a record system and for the identifica- statements. tion of individuals making requests for

200.554 Public availability of information. access to the records pertaining to them.

Subpart 1-Entorcement of Nondiscrimina- Subpart A-Organization and Hon on the basis of Handicap in Pro

Program Management grams or Activities Conducted by the Securities and Exchange Commission

AUTHORITY: 15 U.S.C. 778, 78d-1, 78d-2, 78w, 200.601 Purpose.

7811(d), 78mm, 790, 77888, 80a-37, 806–11, unless 200.602 Application.

otherwise noted. 200.603 Definitions.

Sections 200.27, 200.27a, 200.30-6, and 200.30 200.604—200.609 (Reserved)

6a are also issued under 15 U.S.C. 770, 777, 778, 200.610 Self-evaluation.

77h, 77), 7q, 774, 788, 78g, 78h, 781, 78k, 78m, 200.611 Notice.

780, 780-4, 789, 78q-1, 78t-1, 78u, 77hhh, Tuuu, 200.612–200.629 (Reserved)

80a-41, 80b5, and 806-9. 200.630 General prohibitions against dis

Section 200.30-1 1s also issued under 15 crimination.

U.S.C. 776, 778, 77, 77), 78c(b) 781, 78m, 78n, 200.631—200.639 (Reserved)

780(d). 200.640 Employment.

Section 200.303 is also issued under 15 200.641—200.648 (Reserved)

U.S.C. 78b, 78d, 788, 78k-1, 788, 789, 7800e, 79d. 200.649 Program accessibility: Discrimina

Section 200.30-5 is also issued under 15 tion prohibited. 200.650 Program accessibility: Existing fa

U.S.C. 777, 778, 77h, 773, 78C(b), 781, 78m, 78n, cilities.

780(d), 80a-8, 80a-20, 80a-24, 80a-29, 806-3, 80b

4. 200.651 Program accessibility: New CONstruction and alterations.

SOURCE: 27 FR 12712, Dec. 22, 1962, unless 200.652200.659 (Reserved)

otherwise noted. 200.660 Communications. 200.661—200.669 (Reserved)

8200.1 General statement and statu200.670 Compliance procedures.

tory authority. 200.671—200.699 (Reserved)

The Securities and Exchange ComSubpart M-Regulation Concerning Con- mission was created in 1934 under the

duct of Members and Employees and Securities Exchange Act. That Act Former Members and Employees of transferred to the Commission the adthe Commission

ministration of the Securities Act of 200.735–1 Purpose.

1933, formerly administered by the Fed

eral Trade Commission. Subsequent 200.735-2 Policy. 200.735-3 General provisions.

laws assigned to the Securities and Ex200.7354 Outside employment and activi- change Commission for administration ties.

are: Public Utility Holding Company 200.735-5 Securities transactions.

Act of 1935, Trust Indenture Act of 1939, 200.735–6 Action in case of personal interest. Investment Company Act of 1940, and 200.735–7 Negotiation for employment.

Investment Advisers Act of 1940. In ad200.7358 Practice by former members and

dition, under the Bankruptcy Code, the employees of the Commission.

Commission is a statutory party in 200.735-9 Indebtedness. 200.735–10 Miscellaneous statutory provi

cases arising under chapters 9 and 11. sions.

Considered together, the laws adminis200.735–11 Statement of employment and fl- tered by the Commission provided for nancial interests.

the following. 200.735–12 Special Government employees. (a) Public disclosure of pertinent 200.735–13 Disciplinary and other remedial

facts concerning public offerings of seaction. 200.735–14 Employees on leave of absence.

curities and securities listed on na200.735–15 Interpretive and advisory service.

tional securities exchanges and certain 200.735–16 Delegation.

securities traded in the over-the200.735–17 Administration of the conduct counter markets. regulation.

(b) Enforcement of disclosure re200.735–18 Requests for walvers.

quirements in the soliciting of proxies Subpart N-Commission Information colo

for meetings of security holders by

companies whose securities are regloction Requirements Under the Paper

istered pursuant to section 12 of the work Reduction Act: OMB Control

Securities Exchange Act of 1934, public Numbers and Expiration Dates

utility holding companies, and their 200.800 OMB control numbers assigned pur

subsidiaries and investment compasuant to the Paperwork Reduction Act. nies.

(c) Regulation of the trading in securities on national securities exchanges and in the over-the-counter markets.

(d) Investigation of securities frauds, manipulations, and other violations, and the imposition and enforcement of legal sanctions therefor.

(e) Registration, and the regulation of certain activities, of brokers, dealers and investment advisers.

(1) Supervision of the activities of mutual funds and other investment companies.

(g) Administration of statutory standards governing protective and other provisions of trust indentures under which debt securities are sold to the public.

(h) Regulation of the purchase and sale of securities, utility properties, and other assets by registered public utility holding companies and their electric and gas utility subsidiaries; enforcement of statutory standards for public utility holding company system simplification and integration; and approval of their reorganization, mergers and consolidations.

(1) Protection of the interests of public investors involved in bankruptcy reorganization cases and in bankruptcy cases involving the adjustment of debts of a municipality.

(j) Administrative sanctions, injunctive remedies, civil money penalties and criminal prosecution. There are also private rights of action for investors injured by violations of the Acts.

ings on behalf of a controlling person of the issuer. Unless a registration statement is in effect with respect to such securities, it is unlawful to sell the securities in interstate commerce or through the mails. (There are certain limited exemptions, such as government securities, non-public offerings, and intrastate offerings.) The effectiveness of a registration statement may be refused or suspended after a hearing if the statement contains material misstatements or omissions, thus barring sale of the securities until it is appropriately amended. Registration is not a finding by the Commission as to the accuracy of the facts disclosed; and it is unlawful so to rep resent. Moreover, registration of securities does not imply approval of the issue by the Commission or insure investors against loss in their purchase, but serves rather to provide information upon which investors may make an informed and realistic evaluation of the worth of the securities.

(2) Persons responsible for filing false information with the Commission subject themselves to the risk of fine or imprisonment or both; and the issuing company, its directors, officers, and the underwriters and dealers and others may be liable in damages to purchasers of registered securities if the disclosures in the registration statements and prospectus are materially defective. Also the statute contains antifraud provisions which apply generally to the sale of securities, whether or not registered.

(b) Securities Exchange Act of 1934. This Act requires the filing of registration applications and annual and other reports with national securities exchanges and the Commission, by companies whose securities are listed on the exchanges. Annual and other reports must be filled also by certain companies whose securities are traded

the over-the-counter markets. These must contain financial and other data prescribed by the Commission for the information of investors. Material misstatements or omissions are grounds for suspension or withdrawal of the security from exchange trading. This Act makes unlawful any solicitation of proxies, authorizations, or consents in contravention of Commission

(15 U.S.C. 780–1, 78d-2; 11 U.S.C. 901, 1109(a) (27 FR 12712, Dec. 22, 1962, as amended at 43 FR 13375, Mar. 30, 1978; 49 FR 12684, Mar. 30, 1984; 60 FR 14623, Mar. 20, 1995; 60 FR 32794, June 23, 1995)


$ 200.2 Statutory functions.

Following are brief descriptions of the Commission's functions under each of the statutes it administers:

(a) Securities Act of 1933. (1) Issuers of securities making public offerings for sale in interstate commerce or through the malls, directly or by others on their behalf, are required to file with the Commission registration statements containing financial and other pertinent data about the issuer and the offering. A similar requirement 18 provided with respect to such public offer

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