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15 U.S.C. § 7246 — Insider trades during pension fund blackout periods
Federal law — U.S. Code and appendices · legal_authorities
**(a) Prohibition of insider trading during pension fund blackout periods**
(1) **In general** — Except to the extent otherwise provided by rule of the Commission pursuant to paragraph (3), it shall be unlawful for any director or executive officer of an issuer of any equity security (other than an exempted security), directly or indirectly, to purchase, sell, or otherwise acquire or transfer any equity security of the issuer (other than an exempted security) during any blackout period with respect to such equity security if such director or officer acquires such equity security in connection with his or her service or employment as a director or executive officer.
(2) **Remedy**
(A) *In general* — Any profit realized by a director or executive officer referred to in paragraph (1) from any purchase, sale, or other acquisition or transfer in violation of this subsection shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such director or executive officer in entering into the transaction.
(B) *Actions to recover profits* — An action to recover profits in accordance with this subsection may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer fails or refuses to bring such action within 60 days after the date of request, or fails diligently to prosecute the action thereafter, except that no such suit shall be brought more than 2 years after the date on which such profit was realized.
(3) **Rulemaking authorized** — The Commission shall, in consultation with the Secretary of Labor, issue rules to clarify the application of this subsection and to prevent evasion thereof. Such rules shall pro
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Source file: Laws/federal/codes/united-states-code/title-15/section-7246-insider-trades-during-pension-fund-blackout-periods--97ddfb5217.md
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Source location: Title 15, Chapter 98, § 7246; chapter-098-public-company-accounting-reform-and-corporate-responsibility.md
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**(a) Prohibition of insider trading during pension fund blackout periods**
(1) **In general** — Except to the extent otherwise provided by rule of the Commission pursuant to paragraph (3), it shall be unlawful for any director or executive officer of an issuer of any equity security (other than an exempted security), directly or indirectly, to purchase, sell, or otherwise acquire or transfer any equity security of the issuer (other than an exempted security) during any blackout period with respect to such equity security if such director or officer acquires such equity security in connection with his or her service or employment as a director or executive officer.
(2) **Remedy**
(A) *In general* — Any profit realized by a director or executive officer referred to in paragraph (1) from any purchase, sale, or other acquisition or transfer in violation of this subsection shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such director or executive officer in entering into the transaction.
(B) *Actions to recover profits* — An action to recover profits in accordance with this subsection may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer fails or refuses to bring such action within 60 days after the date of request, or fails diligently to prosecute the action thereafter, except that no such suit shall be brought more than 2 years after the date on which such profit was realized.
(3) **Rulemaking authorized** — The Commission shall, in consultation with the Secretary of Labor, issue rules to clarify the application of this subsection and to prevent evasion thereof. Such rules shall provide for the application of the requirements of paragraph (1) with respect to entities treated as a single employer with respect to an issuer under section 414(b), (c), (m), or (o) of title 26 to the extent necessary to clarify the application of such requirements and to prevent evasion thereof. Such rules may also provide for appropriate exceptions from the requirements of this subsection, including exceptions for purchases pursuant to an automatic dividend reinvestment program or purchases or sales made pursuant to an advance election.
(4) **Blackout period** — For purposes of this subsection, the term “blackout period”, with respect to the equity securities of any issuer—
(A) means any period of more than 3 consecutive business days during which the ability of not fewer than 50 percent of the participants or beneficiaries under all individual account plans maintained by the issuer to purchase, sell, or otherwise acquire or transfer an interest in any equity of such issuer held in such an individual account plan is temporarily suspended by the issuer or by a fiduciary of the plan; and
(B) does not include, under regulations which shall be prescribed by the Commission—
(i) a regularly scheduled period in which the participants and beneficiaries may not purchase, sell, or otherwise acquire or transfer an interest in any equity of such issuer, if such period is—
(I) incorporated into the individual account plan; and
(II) timely disclosed to employees before becoming participants under the individual account plan or as a subsequent amendment to the plan; or
(ii) any suspension described in subparagraph (A) that is imposed solely in connection with persons becoming participants or beneficiaries, or ceasing to be participants or beneficiaries, in an individual account plan by reason of a corporate merger, acquisition, divestiture, or similar transaction involving the plan or plan sponsor.
(5) **Individual account plan** — For purposes of this subsection, the term “individual account plan” has the meaning provided in [section 1002(34) of title 29](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1002/34&num=0&edition=prelim), except that such term shall not include a one-participant retirement plan (within the meaning of [section 1021(i)(8)(B) of title 29](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1021/i/8/B&num=0&edition=prelim)).
(6) **Notice to directors, executive officers, and the Commission** — In any case in which a director or executive officer is subject to the requirements of this subsection in connection with a blackout period (as defined in paragraph (4)) with respect to any equity securities, the issuer of such equity securities shall timely notify such director or officer and the Securities and Exchange Commission of such blackout period.
**(b) Notice requirements to participants and beneficiaries under ERISA**
(1) **Omitted**
(2) **Issuance of initial guidance and model notice** — The Secretary of Labor shall issue initial guidance and a model notice pursuant to [section 1021(i)(6) of title 29](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1021/i/6&num=0&edition=prelim) not later than January 1, 2003. Not later than 75 days after July 30, 2002, the Secretary shall promulgate interim final rules necessary to carry out the amendments made by this subsection.
(3) **Plan amendments** — If any amendment made by this subsection requires an amendment to any plan, such plan amendment shall not be required to be made before the first plan year beginning on or after the effective date of this section, if—
(A) during the period after such amendment made by this subsection takes effect and before such first plan year, the plan is operated in good faith compliance with the requirements of such amendment made by this subsection, and
(B) such plan amendment applies retroactively to the period after such amendment made by this subsection takes effect and before such first plan year.
**(c) Effective date** The provisions of this section (including the amendments made thereby) shall take effect 180 days after July 30, 2002. Good faith compliance with the requirements of such provisions in advance of the issuance of applicable regulations thereunder shall be treated as compliance with such provisions.
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Summary plan description and information to be furnished to participants and beneficiaries** The administrator of each employee benefit plan shall cause to be furnished in accordance with [section 1024(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1024/b&num=0&edition=prelim) to each participant covered under the plan and to each beneficiary who is receiving benefits under the plan—
(1) a summary plan description described in section 1022(a)(1) 11 See References in Text note below. of this title; and
(2) the information described in subsection (f) and sections 1024(b)(3) and 1025(a) and (c) of this title.
**(b) Reports to be filed with Secretary of Labor** The administrator shall, in accordance with [section 1024(a) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1024/a&num=0&edition=prelim), file with the Secretary—
(1) the annual report containing the information required by [section 1023 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1023&num=0&edition=prelim); and
(2) terminal and supplementary reports as required by subsection (c) of this section.
**(c) Terminal and supplementary reports**
(1) Each administrator of an employee pension benefit plan which is winding up its affairs (without regard to the number of participants remaining in the plan) shall, in accordance with regulations prescribed by the Secretary, file such terminal reports as the Secretary may consider necessary. A copy of such report shall also be filed with the Pension Benefit Guaranty Corporation.
(2) The Secretary may require terminal reports to be filed with regard to any employee welfare benefit plan which is winding up its affairs in accordance w
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Persons empowered to bring a civil action** A civil action may be brought—
(1) by a participant or beneficiary—
(A) for the relief provided for in subsection (c) of this section, or
(B) to recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan;
(2) by the Secretary, or by a participant, beneficiary or fiduciary for appropriate relief under [section 1109 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1109&num=0&edition=prelim);
(3) by a participant, beneficiary, or fiduciary (A) to enjoin any act or practice which violates any provision of this subchapter or the terms of the plan, or (B) to obtain other appropriate equitable relief (i) to redress such violations or (ii) to enforce any provisions of this subchapter or the terms of the plan;
(4) by the Secretary, or by a participant, or beneficiary for appropriate relief in the case of a violation of section 1025(c) or 1032(a) of this title;
(5) except as otherwise provided in subsection (b), by the Secretary (A) to enjoin any act or practice which violates any provision of this subchapter, or (B) to obtain other appropriate equitable relief (i) to redress such violation or (ii) to enforce any provision of this subchapter;
(6) by the Secretary to collect any civil penalty under paragraph (2), (4), (5), (6), (7), (8), or (9) of subsection (c) or under subsection (i) or (l);
(7) by a State to enforce compliance with a qualified medical child support order (as defined in [section 1169(a)(2)(A) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section1169/a/2/A&num=0&edition=prelim));
(8) by the Secretary, o
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Investigation of violations** Whenever it shall appear to the Commission, either upon complaint or otherwise, that the provisions of this subchapter, or of any rule or regulation prescribed under authority thereof, have been or are about to be violated, it may, in its discretion, either require or permit such person to file with it a statement in writing, under oath, or otherwise, as to all the facts and circumstances concerning the subject matter which it believes to be in the public interest to investigate, and may investigate such facts.
**(b) Action for injunction or criminal prosecution in district court** Whenever it shall appear to the Commission that any person is engaged or about to engage in any acts or practices which constitute or will constitute a violation of the provisions of this subchapter, or of any rule or regulation prescribed under authority thereof, the Commission may, in its discretion, bring an action in any district court of the United States, or United States court of any Territory, to enjoin such acts or practices, and upon a proper showing, a permanent or temporary injunction or restraining order shall be granted without bond. The Commission may transmit such evidence as may be available concerning such acts or practices to the Attorney General who may, in his discretion, institute the necessary criminal proceedings under this subchapter. Any such criminal proceeding may be brought either in the district wherein the transmittal of the prospectus or security complained of begins, or in the district wherein such prospectus or security is received.
**(c) Writ of mandamus** Upon application of the Commission, the district courts of the United States and the United States courts of any Territory shall have jurisdiction to issue writs of ma
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Authority and discretion of Commission to investigate violations**
(1) The Commission may, in its discretion, make such investigations as it deems necessary to determine whether any person has violated, is violating, or is about to violate any provision of this chapter, the rules or regulations thereunder, the rules of a national securities exchange or registered securities association of which such person is a member or a person associated, or, as to any act or practice, or omission to act, while associated with a member, formerly associated with a member, the rules of a registered clearing agency in which such person is a participant, or, as to any act or practice, or omission to act, while a participant, was a participant, the rules of the Public Company Accounting Oversight Board, of which such person is a registered public accounting firm, a person associated with such a firm, or, as to any act, practice, or omission to act, while associated with such firm, a person formerly associated with such a firm, or the rules of the Municipal Securities Rulemaking Board, and may require or permit any person to file with it a statement in writing, under oath or otherwise as the Commission shall determine, as to all the facts and circumstances concerning the matter to be investigated. The Commission is authorized in its discretion, to publish information concerning any such violations, and to investigate any facts, conditions, practices, or matters which it may deem necessary or proper to aid in the enforcement of such provisions, in the prescribing of rules and regulations under this chapter, or in securing information to serve as a basis for recommending further legislation concerning the matters to which this chapter relates.
(2) On request from a foreign securities
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Authority to impose civil penalties**
(1) **Judicial actions by Commission authorized** — Whenever it shall appear to the Commission that any person has violated any provision of this chapter or the rules or regulations thereunder by purchasing or selling a security or security-based swap agreement while in possession of material, nonpublic information in, or has violated any such provision by communicating such information in connection with, a transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, and which is not part of a public offering by an issuer of securities other than standardized options or security futures products, the Commission—
(A) may bring an action in a United States district court to seek, and the court shall have jurisdiction to impose, a civil penalty to be paid by the person who committed such violation; and
(B) may, subject to subsection (b)(1), bring an action in a United States district court to seek, and the court shall have jurisdiction to impose, a civil penalty to be paid by a person who, at the time of the violation, directly or indirectly controlled the person who committed such violation.
(2) **Amount of penalty for person who committed violation** — The amount of the penalty which may be imposed on the person who committed such violation shall be determined by the court in light of the facts and circumstances, but shall not exceed three times the profit gained or loss avoided as a result of such unlawful purchase, sale, or communication.
(3) **Amount of penalty for controlling person** — The amount of the penalty which may be imposed on any person who, at the time of the violation, directly or indirectly controlled the person who committed such violation, shall b
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Definitions** In this section the following definitions shall apply:
(1) **Covered judicial or administrative action** — The term “covered judicial or administrative action” means any judicial or administrative action brought by the Commission under the securities laws that results in monetary sanctions exceeding $1,000,000.
(2) **Fund** — The term “Fund” means the Securities and Exchange Commission Investor Protection Fund.
(3) **Original information** — The term “original information” means information that—
(A) is derived from the independent knowledge or analysis of a whistleblower;
(B) is not known to the Commission from any other source, unless the whistleblower is the original source of the information; and
(C) is not exclusively derived from an allegation made in a judicial or administrative hearing, in a governmental report, hearing, audit, or investigation, or from the news media, unless the whistleblower is a source of the information.
(4) **Monetary sanctions** — The term “monetary sanctions”, when used with respect to any judicial or administrative action, means—
(A) any monies, including penalties, disgorgement, and interest, ordered to be paid; and
(B) any monies deposited into a disgorgement fund or other fund pursuant to section 308(b) of the Sarbanes-Oxley Act of 2002 ([15 U.S.C. 7246(b)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7246/b&num=0&edition=prelim)), as a result of such action or any settlement of such action.
(5) **Related action** — The term “related action”, when used with respect to any judicial or administrative action brought by the Commission under the securities laws, means any judicial or administrative action brought by an entity described in subclauses (I) through (IV) of
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Investigation** The Commission may make such investigations as it deems necessary to determine whether any person has violated or is about to violate any provision of this subchapter or of any rule, regulation, or order hereunder, or to determine whether any action in any court or any proceeding before the Commission shall be instituted under this subchapter against a particular person or persons, or with respect to a particular transaction or transactions. The Commission shall permit any person to file with it a statement in writing, under oath or otherwise as the Commission shall determine, as to all the facts and circumstances concerning the matter to be investigated.
**(b) Administration of oaths and affirmations, subpena of witnesses, etc.** For the purpose of any investigation or any other proceeding under this subchapter, any member of the Commission, or any officer thereof designated by it, is empowered to administer oaths and affirmations, subpena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, contracts, agreements, or other records which are relevant or material to the inquiry. Such attendance of witnesses and the production of any such records may be required from any place in any State or in any Territory or other place subject to the jurisdiction of the United States at any designated place of hearing.
**(c) Jurisdiction of courts of United States** In case of contumacy by, or refusal to obey a subpena issued to, any person, the Commission may invoke the aid of any court of the United States within the jurisdiction of which such investigation or proceeding is carried on, or where such person resides or carries on business, in requiring the attendance and testimony of wit
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Investigation** Whenever it shall appear to the Commission, either upon complaint or otherwise, that the provisions of this subchapter or of any rule or regulation prescribed under the authority thereof, have been or are about to be violated by any person, it may in its discretion require, and in any event shall permit, such person to file with it a statement in writing, under oath or otherwise, as to all the facts and circumstances relevant to such violation, and may otherwise investigate all such facts and circumstances.
**(b) Administration of oaths and affirmations, subpena of witnesses, etc.** For the purposes of any investigation or any proceeding under this subchapter, any member of the Commission or any officer thereof designated by it is empowered to administer oaths and affirmations, subpena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, contracts, agreements, or other records which are relevant or material to the inquiry. Such attendance of witnesses and the production of any such records may be required from any place in any State or in any Territory or other place subject to the jurisdiction of the United States at any designated place of hearing.
**(c) Jurisdiction of courts of United States** In case of contumacy by, or refusal to obey a subpena issued to, any person, the Commission may invoke the aid of any court of the United States within the jurisdiction of which such investigation or proceeding is carried on, or where such person resides or carries on business, in requiring the attendance and testimony of witnesses and the production of books, papers, correspondence, memoranda, contracts, agreements, and other records. And such court may issue an order requiring s
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Federal law — U.S. Code and appendices · legal_authorities
Page 2340
TITLE 15—COMMERCE AND TRADE
§ 7245
1 So in original. The word ‘‘of’’ probably should not appear.
Editorial Notes
REFERENCES IN TEXT
For amendments made by this subsection and this
section, referred to in subsecs. (b) and (c), see Codifica-
tion note below.
CODIFICATION
Section is comprised of section 306 of Pub. L. 107–204.
Subsec. (b)(1) of section 306 of Pub. L. 107–204 amended
section 1021 of Title 29, Labor, and another par. (3) of
subsec. (b) amended section 1132 of Title 29.
§ 7245. Rules of professional responsibility for at-
torneys
Not later than 180 days after July 30, 2002, the
Commission shall issue rules, in the public in-
terest and for the protection of investors, set-
ting forth minimum standards of professional
conduct for attorneys appearing and practicing
before the Commission in any way in the rep-
resentation of issuers, including a rule—
(1) requiring an attorney to report evidence
of a material violation of securities law or
breach of fiduciary duty or similar violation
by the company or any agent thereof, to the
chief legal counsel or the chief executive offi-
cer of the company (or the equivalent thereof);
and
(2) if the counsel or officer does not appro-
priately respond to the evidence (adopting, as
necessary, appropriate remedial measures or
sanctions with respect to the violation), re-
quiring the attorney to report the evidence to
the audit committee of the board of directors
of the issuer or to another committee of the
board of directors comprised solely of direc-
tors not employed directly or indirectly by the
issuer, or to the board of directors.
(Pub. L. 107–204, title III, § 307, July 30, 2002, 116
Stat. 784.)
§ 7246. Fair funds for investors
(a) Civil penalties to be used for the relief of vic-
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