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15 U.S.C. § 77j — Information required in prospectus
Federal law — U.S. Code and appendices · legal_authorities
**(a) Information in registration statement; documents not required** Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e)—
(1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim);
(2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and (14) of schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim);
(3) notwithstanding the provisions of paragraphs (1) and (2) of this subsection when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense;
(4) there may be omitted from any prospectus any of the information required under this subsection which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors.
**(b) Summarizations and omissions allowed by rules and regulations** In addition to the
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Stable record: federal_law:legal_authorities:record_usc_0934041d590ef5ccf3fe8513
Source file: Laws/federal/codes/united-states-code/title-15/section-77j-information-required-in-prospectus--93e1ae0108.md
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Source location: Title 15, Chapter 2A, § 77j; chapter-2a-securities-and-trust-indentures.md
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**(a) Information in registration statement; documents not required** Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e)—
(1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim);
(2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and (14) of schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim);
(3) notwithstanding the provisions of paragraphs (1) and (2) of this subsection when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense;
(4) there may be omitted from any prospectus any of the information required under this subsection which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors.
**(b) Summarizations and omissions allowed by rules and regulations** In addition to the prospectus permitted or required in subsection (a), the Commission shall by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors permit the use of a prospectus for the purposes of subsection (b)(1) of [section 77e of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e&num=0&edition=prelim) which omits in part or summarizes information in the prospectus specified in subsection (a). A prospectus permitted under this subsection shall, except to the extent the Commission by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors otherwise provides, be filed as part of the registration statement but shall not be deemed a part of such registration statement for the purposes of [section 77k of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77k&num=0&edition=prelim). The Commission may at any time issue an order preventing or suspending the use of a prospectus permitted under this subsection, if it has reason to believe that such prospectus has not been filed (if required to be filed as part of the registration statement) or includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such prospectus is or is to be used, not misleading. Upon issuance of an order under this subsection, the Commission shall give notice of the issuance of such order and opportunity for hearing by personal service or the sending of confirmed telegraphic notice. The Commission shall vacate or modify the order at any time for good cause or if such prospectus has been filed or amended in accordance with such order.
**(c) Additional information required by rules and regulations** Any prospectus shall contain such other information as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors.
**(d) Classification of prospectuses** In the exercise of its powers under subsections (a), (b), or (c), the Commission shall have authority to classify prospectuses according to the nature and circumstances of their use or the nature of the security, issue, issuer, or otherwise, and, by rules and regulations and subject to such terms and conditions as it shall specify therein, to prescribe as to each class the form and contents which it may find appropriate and consistent with the public interest and the protection of investors.
**(e) Information in conspicuous part of prospectus** The statements or information required to be included in a prospectus by or under authority of subsections (a), (b), (c), or (d), when written, shall be placed in a conspicuous part of the prospectus and, except as otherwise permitted by rules or regulations, in type as large as that used generally in the body of the prospectus.
**(f) Prospectus consisting of radio or television broadcast** In any case where a prospectus consists of a radio or television broadcast, copies thereof shall be filed with the Commission under such rules and regulations as it shall prescribe. The Commission may by rules and regulations require the filing with it of forms and prospectuses used in connection with the offer or sale of securities registered under this subchapter.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Sale or delivery after sale of unregistered securities** Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or
(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.
**(b) Necessity of prospectus meeting requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim)** It shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this subchapter, unless such prospectus meets the requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim); or
(2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim).
**(c) Necessity of filing registration statement** It shall be unlawful for any person, directly or indirectly, to make use of any means
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Federal law — U.S. Code and appendices · legal_authorities
schedule a
(1) The name under which the issuer is doing or intends to do business;
(2) the name of the State or other sovereign power under which the issuer is organized;
(3) the location of the issuer’s principal business office, and if the issuer is a foreign or territorial person, the name and address of its agent in the United States authorized to receive notice;
(4) the names and addresses of the directors or persons performing similar functions, and the chief executive, financial and accounting officers, chosen or to be chosen if the issuer be a corporation, association, trust, or other entity; of all partners, if the issuer be a partnership; and of the issuer, if the issuer be an individual; and of the promoters in the case of a business to be formed, or formed within two years prior to the filing of the registration statement;
(5) the names and addresses of the underwriters;
(6) the names and addresses of all persons, if any, owning of record or beneficially, if known, more than 10 per centum of any class of stock of the issuer, or more than 10 per centum in the aggregate of the outstanding stock of the issuer as of a date within twenty days prior to the filing of the registration statement;
(7) the amount of securities of the issuer held by any person specified in paragraphs (4), (5), and (6) of this schedule, as of a date within twenty days prior to the filing of the registration statement, and, if possible, as of one year prior thereto, and the amount of the securities, for which the registration statement is filed, to which such persons have indicated their intention to subscribe;
(8) the general character of the business actually transacted or to be transacted by the issuer;
(9) a statement of the capitalization of the issuer, including the authori
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Persons possessing cause of action; persons liable** In case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring such security (unless it is proved that at the time of such acquisition he knew of such untruth or omission) may, either at law or in equity, in any court of competent jurisdiction, sue—
(1) every person who signed the registration statement;
(2) every person who was a director of (or person performing similar functions) or partner in the issuer at the time of the filing of the part of the registration statement with respect to which his liability is asserted;
(3) every person who, with his consent, is named in the registration statement as being or about to become a director, person performing similar functions, or partner;
(4) every accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, who has with his consent been named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report, or valuation, which purports to have been prepared or certified by him;
(5) every underwriter with respect to such security.
If such person acquired the security after the issuer has made generally available to its security holders an earning statement covering a period of at least twelve months beginning after the effective date of the registration statement, then the right of recovery under this subsec
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Definitions** When used in this subchapter, unless the context otherwise requires—
(1) The term “security” means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
(2) The term “person” means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term “trust” shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.
(3) The term “sale” or “sell” shall include every contract of sale or disposition of a security or interest in a security, for value. The term “offer to sell”, “offer for sale”, or “offer” shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interes
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Establishment; composition; limitations on commissioners; terms of office** There is hereby established a Securities and Exchange Commission (hereinafter referred to as the “Commission”) to be composed of five commissioners to be appointed by the President by and with the advice and consent of the Senate. Not more than three of such commissioners shall be members of the same political party, and in making appointments members of different political parties shall be appointed alternately as nearly as may be practicable. No commissioner shall engage in any other business, vocation, or employment than that of serving as commissioner, nor shall any commissioner participate, directly or indirectly, in any stock-market operations or transactions of a character subject to regulation by the Commission pursuant to this chapter. Each commissioner shall hold office for a term of five years and until his successor is appointed and has qualified, except that he shall not so continue to serve beyond the expiration of the next session of Congress subsequent to the expiration of said fixed term of office, and except (1) any commissioner appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed for the remainder of such term, and (2) the terms of office of the commissioners first taking office after June 6, 1934, shall expire as designated by the President at the time of nomination, one at the end of one year, one at the end of two years, one at the end of three years, one at the end of four years, and one at the end of five years, after June 6, 1934.
**(b) Appointment and compensation of staff and leasing authority**
(1) **Appointment and compensation** — The Commission shall appoint and compensate offic
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Information required** Subject to the provisions of [section 77ddd of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77ddd&num=0&edition=prelim), a registration statement relating to a security shall include the following information and documents, as though such inclusion were required by the provisions of section 7 of the Securities Act of 1933 [[15 U.S.C. 77g](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77g&num=0&edition=prelim)]—
(1) such information and documents as the Commission may by rules and regulations prescribe in order to enable the Commission to determine whether any person designated to act as trustee under the indenture under which such security has been or is to be issued is eligible to act as such under subsection (a) of [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim); and
(2) an analysis of any provisions of such indenture with respect to (A) the definition of what shall constitute a default under such indenture, and the withholding of notice to the indenture security holders of any such default, (B) the authentication and delivery of the indenture securities and the application of the proceeds thereof, (C) the release or the release and substitution of any property subject to the lien of the indenture, (D) the satisfaction and discharge of the indenture, and (E) the evidence required to be furnished by the obligor upon the indenture securities to the trustee as to compliance with the conditions and covenants provided for in such indenture.
The information and documents required by paragraph (1) of this subsection with respect to the person designated to act as indenture trustee shall b
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Registration statement; contents** In registering under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.], any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the information and documents specified in schedule A of said Act [[15 U.S.C. 77aa](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim)], may file a registration statement containing the following information and documents:
(1) such copies of the registration statement filed by such company under this subchapter, and of such reports filed by such company pursuant to [section 80a–29 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a-29&num=0&edition=prelim) or such copies of portions of such registration statement and reports, as the Commission shall designate by rules and regulations; and
(2) such additional information and documents (including a prospectus) as the Commission shall prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors.
**(b) Filing of three copies of advertisement, pamphlet, etc. in connection with public offering; time of filing** It shall be unlawful for any of the following companies, or for any underwriter for such a company, in connection with a public offering of any security of which such company is the issuer, to make use of the mails or any means or instrumentalities of interstate commerce, to transmit any advertisement, pamphlet, circular, form letter, or other sales literature addressed to or intended for distribution to prospective inves
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Federal law — U.S. Code and appendices · legal_authorities
Page 147
TITLE 15—COMMERCE AND TRADE
§ 77j
(i) the act or omission described in para-
graph (1) involved fraud, deceit, manipula-
tion, or deliberate or reckless disregard of
a regulatory requirement; and
(ii) such act or omission directly or indi-
rectly resulted in—
(I) substantial losses or created a sig-
nificant risk of substantial losses to
other persons; or
(II) substantial pecuniary gain to the
person who committed the act or omis-
sion.
(3) Evidence concerning ability to pay
In any proceeding in which the Commission
may impose a penalty under this section, a re-
spondent may present evidence of the ability
of the respondent to pay such penalty. The
Commission may, in its discretion, consider
such evidence in determining whether such
penalty is in the public interest. Such evi-
dence may relate to the extent of the ability
of the respondent to continue in business and
the collectability of a penalty, taking into ac-
count any other claims of the United States or
third parties upon the assets of the respondent
and the amount of the assets of the respond-
ent.
(May 27, 1933, ch. 38, title I, § 8A, as added Pub.
L. 101–429, title I, § 102, Oct. 15, 1990, 104 Stat. 933;
amended Pub. L. 107–204, title XI, § 1105(b), July
30, 2002, 116 Stat. 809; Pub. L. 111–203, title IX,
§ 929P(a)(1), July 21, 2010, 124 Stat. 1862.)
Editorial Notes
AMENDMENTS
2010—Subsec. (g). Pub. L. 111–203 added subsec. (g).
2002—Subsec. (f). Pub. L. 107–204 added subsec. (f).
Statutory Notes and Related Subsidiaries
EFFECTIVE DATE OF 2010 AMENDMENT
Amendment by Pub. L. 111–203 effective 1 day after
July 21, 2010, except as otherwise provided, see section
4 of Pub. L. 111–203, set out as an Effective Date note
under section 5301 of Title 12, Banks and Banking.
EFFEC
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