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15 U.S.C. § 77q — Fraudulent interstate transactions

Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 77q — Fraudulent interstate transactions

**(a) Use of interstate commerce for purpose of fraud or deceit** It shall be unlawful for any person in the offer or sale of any securities (including security-based swaps) or any security-based swap agreement (as defined in section 78c(a)(78) 11 See References in Text note below. of this title) by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly— (1) to employ any device, scheme, or artifice to defraud, or (2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser. **(b) Use of interstate commerce for purpose of offering for sale** It shall be unlawful for any person, by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, to publish, give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, investment service, or communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof. **(c) Exemptions of section 77c not applicable to this section** The exemptions provided in [section 77c of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c&num=0&edition=prel

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Source location: Title 15, Chapter 2A, § 77q; chapter-2a-securities-and-trust-indentures.md

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 77c — Classes of securities under this subchapter

**(a) Exempted securities** Except as hereinafter expressly provided, the provisions of this subchapter shall not apply to any of the following classes of securities: (1) Reserved. (2) Any security issued or guaranteed by the United States or any territory thereof, or by the District of Columbia, or by any State of the United States, or by any political subdivision of a State or territory, or by any public instrumentality of one or more States or territories, or by any person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing; or any security issued or guaranteed by any bank; or any security issued by or representing an interest in or a direct obligation of a Federal Reserve bank; or any interest or participation in any common trust fund or similar fund that is excluded from the definition of the term “investment company” under section 3(c)(3) of the Investment Company Act of 1940 [[15 U.S.C. 80a–3(c)(3)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a–3/c/3&num=0&edition=prelim)]; or any security which is an industrial development bond (as defined in section 103(c)(2) 11 See References in Text note below. of title 26) the interest on which is excludable from gross income under section 103(a)(1) 1 of title 26 if, by reason of the application of paragraph (4) or (6) of section 103(c) 1 of title 26 (determined as if paragraphs (4)(A), (5), and (7) were not included in such section 103(c)),1 paragraph (1) of such section 103(c) 1 does not apply to such security; or any interest or participation in a single trust fund, or in a collective trust fund maintained by a bank, o

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15 U.S.C. § 77b — Definitions; promotion of efficiency, competition, and capital formation

**(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

15 U.S.C. § 3904 — Securities laws

**(a) Ownership interest of members in risk retention groups** The ownership interests of members in a risk retention group shall be— (1) considered to be exempted securities for purposes of section 5 of the Securities Act of 1933 [[15 U.S.C. 77e](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e&num=0&edition=prelim)] and for purposes of section 12 of the Securities Exchange Act of 1934 [[15 U.S.C. 78](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78&num=0&edition=prelim)l]; and (2) considered to be securities for purposes of the provisions of section 17 of the Securities Act of 1933 [[15 U.S.C. 77q](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77q&num=0&edition=prelim)] and the provisions of section 10 of the Securities Exchange Act of 1934 [[15 U.S.C. 78j](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78j&num=0&edition=prelim)]. **(b) Investment companies** A risk retention group shall not be considered to be an investment company for purposes of the Investment Company Act of 1940 ([15 U.S.C. 80a–1](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a-1&num=0&edition=prelim) et seq.). **(c) State blue sky laws** The ownership interests of members in a risk retention group shall not be considered securities for purposes of any State blue sky law.

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 77e — Prohibitions relating to interstate commerce and the mails

**(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

15 U.S.C. § 78c — Definitions and application

**(a) Definitions** When used in this chapter, unless the context otherwise requires— (1) The term “exchange” means any organization, association, or group of persons, whether incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood, and includes the market place and the market facilities maintained by such exchange. (2) The term “facility” when used with respect to an exchange includes its premises, tangible or intangible property whether on the premises or not, any right to the use of such premises or property or any service thereof for the purpose of effecting or reporting a transaction on an exchange (including, among other things, any system of communication to or from the exchange, by ticker or otherwise, maintained by or with the consent of the exchange), and any right of the exchange to the use of any property or service. (3) (A) The term “member” when used with respect to a national securities exchange means (i) any natural person permitted to effect transactions on the floor of the exchange without the services of another person acting as broker, (ii) any registered broker or dealer with which such a natural person is associated, (iii) any registered broker or dealer permitted to designate as a representative such a natural person, and (iv) any other registered broker or dealer which agrees to be regulated by such exchange and with respect to which the exchange undertakes to enforce compliance with the provisions of this chapter, the rules and regulations thereunder, and its own rules. For purposes of section

Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 78c

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29 U.S.C. § 1135 — Regulations

Subject to subchapter II and [section 1029 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1029&num=0&edition=prelim), the Secretary may prescribe such regulations as he finds necessary or appropriate to carry out the provisions of this subchapter. Among other things, such regulations may define accounting, technical and trade terms used in such provisions; may prescribe forms; and may provide for the keeping of books and records, and for the inspection of such books and records (subject to section 1134(a) and (b) of this title).

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Federal law — U.S. Code and appendices · legal_authorities

42 U.S.C. § 9675 — Applicability of securities laws

**(a) Ownership interests** The ownership interests of members of a risk retention group shall be considered to be— (1) exempted securities for purposes of [section 77e of title 15](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e&num=0&edition=prelim) and for purposes of section 78l of title 15; and (2) securities for purposes of the provisions of [section 77q of title 15](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77q&num=0&edition=prelim) and the provisions of [section 78j of title 15](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78j&num=0&edition=prelim). **(b) Investment Company Act** A risk retention group shall not be considered to be an investment company for purposes of the Investment Company Act of 1940 ([15 U.S.C. 80a–1](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a–1&num=0&edition=prelim) et seq.). **(c) Blue sky law** The ownership interests of members in a risk retention group shall not be considered securities for purposes of any State blue sky law.

Source: Supplied U.S. Code snapshot — release unconfirmed · 42 U.S.C. § 9675

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 77q — Fraudulent interstate transactions

Page 153 TITLE 15—COMMERCE AND TRADE § 77q 1 See References in Text note below. 1 See References in Text note below. be maintained in State court pursuant to this subsection, the Federal court shall remand such action to such State court. (e) Preservation of State jurisdiction The securities commission (or any agency or office performing like functions) of any State shall retain jurisdiction under the laws of such State to investigate and bring enforcement ac- tions. (f) Definitions For purposes of this section, the following definitions shall apply: (1) Affiliate of the issuer The term ‘‘affiliate of the issuer’’ means a person that directly or indirectly, through one or more intermediaries, controls or is con- trolled by or is under common control with, the issuer. (2) Covered class action (A) In general The term ‘‘covered class action’’ means— (i) any single lawsuit in which— (I) damages are sought on behalf of more than 50 persons or prospective class members, and questions of law or fact common to those persons or members of the prospective class, without reference to issues of individualized reliance on an alleged misstatement or omission, pre- dominate over any questions affecting only individual persons or members; or (II) one or more named parties seek to recover damages on a representative basis on behalf of themselves and other unnamed parties similarly situated, and questions of law or fact common to those persons or members of the prospective class predominate over any questions af- fecting only individual persons or mem- bers; or (ii) any group of lawsuits filed in or pending in the same court and involving common questions of law or fact, in which— (I) damages are sought on behalf of more than 50 persons; and (II) t

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