Subpart A-Organization and
Program Management

AUTHORITY: Secs. 19, 23, 48 Stat. 85, 901,
as amended, sec. 20, 49 Stat. 833, sec. 319, 53
Stat. 1173, secs. 38, 211, 54 Stat. 841, 855 (15
U.S.C. 77s, 78w, 79t, 77sss, 80a-37, 80b-11),
unless otherwise noted.

Section 200.30-3(e) is also issued under
secs. 2, 89 Stat. 97, as amended (15 U.S.C.
78b); 200.30-3(a)(27) also issued under
secs. 2, 6, 11A, and 15 (15 U.S.C. 78b, 78f,
78k1, and 780) and the Delegations of Func-
tions Act, 15 U.S.C. 78d-1;

Section 200.30-5 also issued under: (Pub.
L. 91-567, 84 Stat. 1497 (15 U.S.C. 77c(a)(2));
Pub. L. 87-592, 76 Stat. 394, as amended by
Pub. L. 94-29, 89 Stat. 163 (15 U.S.C. 78d-1,
78d-2); (15 U.S.C. 80a-44, 80b-11(a)); secs. 6,
7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs.
205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat.
857; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90
Stat. 57; secs. 3(b), 12, 13, 14, 15(d), 23(a), 48
Stat. 882, 892, 894, 895, 901; secs. 203(a), 1, 3,
8, 49 Stat. 704, 1375, 1377, 1379; sec. 202, 68
Stat. 686; secs. 4, 5, 6(d), 78 Stat. 569, 570-
574; secs. 1, 2, 3, 82 Stat. 454, 455; secs. 28(c),
1, 2, 3, 4, 5, 84 Stat. 1435, 1497; sec. 105(b),
88 Stat. 1503; secs. 8, 9, 10, 89 Stat. 117, 118,
119; sec. 308(b), 90 Stat. 57; sec. 18, 89 Stat.
155; secs. 202, 203, 204, 91 Stat. 1494, 1498-
1500; sec. 20(a), 49 Stat. 833; sec. 319, 53
Stat. 1173; sec. 38, 54 Stat. 841; 15 U.S.C.
77f, 77g, 77h, 77j, 77s(a), 78c(b), 787, 78m,
78n, 780(d), 78w(a), 79t(a), 77sss(a), 80a-37;
15 U.S.C. 78d-1, 78d-2).

Section 200.16a also issued under sec. 4, 48
Stat. 885, as amended; 15 U.S.C. 78d.

SOURCE: 27 FR 12712, Dec. 22, 1962, unless
otherwise noted.

8 200.1 General statement and statutory
authority.

The Securities and Exchange Com-
mission was created in 1934 under the
Securities Exchange Act. That Act
transferred to the Commission the ad-
ministration of the Securities Act of
1933, formerly administered by the
Federal Trade Commission. Subse-
quent laws assigned to the Securities
and Exchange Commission for admin-
istration are: Public Utility Holding
Company Act of 1935, Trust Indenture
Act of 1939, Investment Company Act
of 1940, and Investment Advisers Act
of 1940. In addition, under the Bank-
ruptcy Code, the Commission is a stat-
utory party in cases arising under
Chapters 9 and 11. Considered togeth-
er, the laws administered by the Com-
mission provided for the following.

(a) Public disclosure of pertinent facts concerning public offerings of securities and securities listed on national securities exchanges and certain securities trade in the over-the-counter markets.

(b) Enforcement of disclosure requirements in the soliciting of proxies for meetings of security holders by companies whose securities are registered pursuant to section 12 of the Securities Exchange Act of 1934, public utility holding companies, and their subsidiaries and investment companies.

(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.

(f) 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.

(i) 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 and criminal prosecution. There are also private rights of action for investors injured by violations of the Acts.

(15 U.S.C. 78d-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]

§ 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 mails, 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 is provided with respect to such public offerings 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 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 represent. 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.

or

(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 ex

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