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265A54

467

474

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from registration and total domestic corporation and foreign
financing, table D...

366

Supplementary tables to last above-

Total dollar amount of domestic corporation and foreign issues in
all financing-.

405

Total dollar amount of bond issues in all domestic corporation
and foreign financing......

405

Three telephone issues, price prevailing at a given time.

418

Communications and memoranda submitted-

Memorandum by Churchill Rodgers, assistant general counsel of
Metropolitan Life Insurance Co., on the securities industry proposal
affecting private placements_ - -

512

Letter from Carrol M. Shanks, vice president and general counsel,
Prudential Insurance Co. of America__

515

Letter from Hon. Leo T. Crowley, Chairman, Federal Deposit Insur-
ance Corporation..

517

Letter from Hon. Marriner S. Eccles, Chairman, Board of Governors
of the Federal Reserve System___

519

Letter from Hon. Preston Delano, Comptroller of the Currency,
Department of the Treasury.

520

Joint statement by the Comptroller of the Currency, the Board of
Governors of the Federal Reserve System, and the Federal Deposit
Insurance Corporation, re proposed new section 2 (14) of the Securi-
ties Act of 1933_.

520

PROPOSALS FOR AMENDMENTS TO SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934

FRIDAY, NOVEMBER 7, 1941

HOUSE OF REPRESENTATIVES,

COMMITTEE ON INTERSTATE AND FOREIGN COMMERCE,

Washington, D. C.

The committee met, pursuant to adjournment, at 10 a. m., in the committee room, New House Office Building, Hon. Clarence F. Lea (chairman) presiding.

The CHAIRMAN. The committee will come to order. Mr. Stewart, you may proceed.

BEGINNING ITEM NO. 2 ON AGENDA FOR AMENDMENTS TO SECURITIES ACT OF 1933

STATEMENT OF R. McLEAN STEWART, CHAIRMAN, SECURITIES ACTS COMMITTEE, INVESTMENT BANKERS' ASSOCIATION OF AMERICA-Resumed

Mr. STEWART. Mr. Chairman, I am addressing myself this morning to the proposed section 2 (14), which appears in the committee print beginning at page 9.

The whole scope of the Securities Act of 1933, as an act to provide for the full and fair disclosure of information as to the character of securities sold in interstate commerce, is determined by the interpretation placed on the meaning of the term "public offering."

We respectfully recommend that the term "public offering" be defined as proposed in the draft contained in the print, beginning at line 19, page 9, and continuing through lines 1 to 22, inclusive, on page 10. Although the Commisison does not propose, it does not oppose this amendment. As stated in the print, the Commission's position is discussed at pages 18 and 19 of its printed report. The position of the securities industry is discussed at pages 31 and 33 of our report of July 30, 1941.

It would be idle to pretend that we have no selfish interest in proposing this new section to 2 (14). We have. Under the situation which exists today we are denied the opportunity of competing with the large insurance companies and other large institutions on an equal basis under the law. A healthy investment banking organization cannot exist unless something is done along the lines of the proposed section 2 (14) to correct the situation which now exists. The public as a whole has a real interest in this situation. Investors

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