PART 200-ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND REQUESTS Subpart A-Organization and Program Management Sec. 200.1 General statement and statutory au thority. 200.2 Statutory functions. 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 Affairs, Policy Evaluation, and Research. 200.14 Office of Administrative Law Judges. 200.15 Office of International Affairs. 200.16 Executive Assistant to the Chairman. 200.168 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 Enforcement. 200.19c Director of the Office of Compliance Inspections and Examinations. 200.20b Director of Division of Investment Management. 200.20c Office of Filings and Information Services. 200.21 The General Counsel. 200.21a The Ethics Counsel. 200.22 The Chief Accountant. 200.23a Office of Economic Analysis. 200.23b [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. 200.26 [Reserved] 200.26a Office of Information Technology. 200.27a The District Administrators. 200.30-1 Delegation of authority to Director 200.30-5 Delegation of authority to Director of Division of Investment Management. 200.30-6 Delegation of authority to Regional Directors. 200.30-6a Delegation of authority to District Administrators. 200.30-7 Delegation of authority to Secretary 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 Associate Executive Director of the Office of Filings and Information Services. 200.30-12 [Reserved] 200.30-13 Delegation of authority to Associate 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 Executive Director. 200.30-16 Delegation of authority to Executive Assistant to the Chairman. 200.30-17 Delegation of authority to Director of Office of International Affairs. 200.30-18 Delegation of authority to Director of the Office of Compliance Inspections and Examinations. Subpart B-Disposition of Commission 200.40 Joint disposition of business by Commission 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 200.50 Authority. 200.51 Policy. 200.52 Copies of the Canons. 200.53 Preamble. 200.54 Constitutional obligations. 200.55 Statutory obligations. 200.56 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 particular matters. 200.61 Impressions of influence. 200.69 Conduct toward parties and their counsel. 200.70 Business promotions. 200.71 Fiduciary relationships. 200.72 Supervision of internal organization. 200.312 Specific exemptions. 200.313 Inspector General exemptions. Subpart I-Regulations Pertaining to Public Observation of Commission Meetings 200.400 Open meetings. 200.401 Definitions. 200.402 Closed meetings. 200.403 Notice of Commission meetings. 200.404 General procedure for determination to close meeting. 200.405 Special procedure for determination to close meeting. 200.406 Certification by the General Counsel. 200.407 Transcripts, minutes, and other documents concerning closed Commission meetings. 200.408 Public access to transcripts and minutes of closed Commission meetings; record retention. 200.409 Administrative appeals. 200.410 Miscellaneous. 200.735-1 Purpose. 200.735-2 Policy. 200.735-3 General provisions. 200.735-4 Outside employment and activities. 200.735-5 Securities transactions. 200.735-6 Action in case of personal interest. 200.735-7 Negotiation for employment. 200.735-8 Practice by former members and employees of the Commission. 200.735-9 Indebtedness. 200.735-10 Miscellaneous statutory provisions. 200.735-11 Statement of employment and flnancial interests. 200.735-12 Special Government employees. 200.735-13 Disciplinary and other remedial action. 200.735-14 Employees on leave of absence. 200.735-15 Interpretive and advisory service. 200.735-16 Delegation. 200.735-17 Administration of the conduct regulation. 200.735-18 Requests for waivers. Subpart N-Commission Information Collection Requirements Under the Paperwork Reduction Act: OMB Control Numbers and Expiration Dates 200.800 OMB control numbers assigned pursuant to the Paperwork Reduction Act. Subpart A-Organization and Program Management AUTHORITY: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 7811(d), 78mm, 79t, 77sss, 80a-37, 80b-11, unless otherwise noted. Sections 200.27, 200.27a, 200.30-6, and 200.306a are also issued under 15 U.S.C. 77e, 77f, 77g, 77h, 771, 77q, 77u, 78e, 78g, 78h, 781, 78k, 78m, 780, 780-4, 78q, 78q-1, 78t-1, 78u, 77hhh, 77uuu, 80a-41, 80b-5, and 80b-9. Section 200.30-1 is also issued under 15 U.S.C. 77f, 77g, 77h, 771, 78c(b) 781, 78m, 78n, 780(d). Section 200.30-3 is also issued under 15 U.S.C. 78b, 78d, 78f, 78k-1, 78s, 78q, 78eee, 79d. Section 200.30-5 is also issued under 15 U.S.C. 771, 77g, 77h, 77j, 78c(b), 781, 78m, 78n, 780(d), 80a-8, 80a-20, 80a-24, 80a-29, 80b-3, 80b4. SOURCE: 27 FR 12712, Dec. 22, 1962, unless otherwise noted. $200.1 General statement and statutory authority. The Securities and Exchange Commission was created in 1934 under the Securities Exchange Act. That Act transferred to the Commission the administration of the Securities Act of 1933, formerly administered by the Federal Trade Commission. Subsequent laws assigned to the Securities and Exchange Commission for administration 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 Bankruptcy Code, the Commission is a statutory party in cases arising under chapters 9 and 11. Considered together, the laws administered by the Commission 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 traded in the over-thecounter 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. (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. (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; 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 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 offer 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 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. (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 filed also by certain companies whose securities are traded on 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 |