Browse Arkansas Code titles and sections
15 U.S.C. § 3904 — Securities laws
Federal law — U.S. Code and appendices · legal_authorities
**(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.
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 3904
Stored review status: release_metadata_unconfirmed. A text match is a research starting point; applicability is not established.
Original supplied file — preserved unchanged
Download original Markdown file
File SHA-256: 79267963975a71bb01bdaa7c78eed88d0b27030ecb30d0be83ce65831d1ad2f3. The original may include catalog metadata, neighboring provisions, or embedded records outside this collection's scope. Search shows only the selected federal record. Historical editions and unverified snapshots are not a statement of current law.
Authority boundary: historical or unconfirmed source not current law verified.
Open the recorded source website ↗
Record provenance
Stable record: federal_law:legal_authorities:record_usc_887b102dda6df2b038efd873
Source file: Laws/federal/codes/united-states-code/title-15/section-3904-securities-laws--1e3db0da2b.md
Pages: Not recorded – Not recorded
Passage SHA-256: 5d36c36077e4ff1932c28bdfd4390b22f3a4d65e43bcfeab345973c439ac0f4e
Source location: Title 15, Chapter 65, § 3904; chapter-065-liability-risk-retention.md
Stored source content
**(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.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
Federal law — U.S. Code and appendices · legal_authorities
**(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
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77q
Stored review status: release_metadata_unconfirmed. Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
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
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77e
Stored review status: release_metadata_unconfirmed. Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange—
**(a)**
(1) To effect a short sale, or to use or employ any stop-loss order in connection with the purchase or sale, of any security other than a government security, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
(2) Paragraph (1) of this subsection shall not apply to security futures products.
**(b)** To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement 11 So in original. Probably should be followed by a comma. any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
**(c)**
(1) To effect, accept, or facilitate a transaction involving the loan or borrowing of securities in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
(2) Nothing in paragraph (1) may be construed to limit the authority of the appropriate Federal banking agency (as defined in [section 1813(q) of title 12](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section1813/q&num=0&edition=prelim)), the National Credit Union Administration, or any other Federal department or agency having a responsibility under Federal law to prescribe rules or regulations restr
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 78j
Stored review status: release_metadata_unconfirmed. Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
Page 2093
TITLE 15—COMMERCE AND TRADE
§ 3905
1 See Codification note below.
solely for the purpose of receiving service of
legal documents or process, except that such re-
quirement shall not apply in the case of a pur-
chasing group—
(1) which—
(A) was domiciled before April 1, 1986; and
(B) is domiciled on and after October 27,
1986; 1
in any State of the United States;
(2) which—
(A) before September 25, 1981, purchased
insurance from an insurance carrier licensed
in any State; and
(B) since September 25, 1981, purchases its
insurance from an insurance carrier licensed
in any State;
(3) which was a purchasing group under the
requirements of this chapter before October 27,
1986; and
(4) as long as such group does not purchase
insurance that was not authorized for purposes
of an exemption under this chapter as in effect
before October 27, 1986.
(f) Purchases of insurance through licensed
agents or brokers acting pursuant to surplus
lines laws
A purchasing group may not purchase insur-
ance from a risk retention group that is not
chartered in a State or from an insurer not ad-
mitted in the State in which the purchasing
group is located, unless the purchase is effected
through a licensed agent or broker acting pursu-
ant to the surplus lines laws and regulations of
such State.
(g) State powers to enforce State laws
Nothing in this chapter shall be construed to
affect the authority of any State to make use of
any of its powers to enforce the laws of such
State with respect to which a purchasing group
is not exempt under this chapter.
(h) States’ authority to sue
Nothing in this chapter shall affect the au-
thority of any State to bring an action in any
Federal or State court.
(Pub. L. 97–45, § 4, Sept. 25, 1981, 95 Stat. 951; Pub.
L. 99
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 3904
Stored review status: historical_2024_not_currentness_verified. Same stored citation; legal effect and authority still require review.
Federal law — U.S. Code and appendices · legal_authorities
Page 136
TITLE 15—COMMERCE AND TRADE
§ 77e
(2) shall be subject to such other limitations
as the Commission shall, by rule, establish.
(f) Applicability
Section 77d(6) 1 of this title shall not apply to
transactions involving the offer or sale of secu-
rities by any issuer that—
(1) is not organized under and subject to the
laws of a State or territory of the United
States or the District of Columbia;
(2) is subject to the requirement to file re-
ports pursuant to section 78m of this title or
section 78o(d) of this title;
(3) is an investment company, as defined in
section 80a–3 of this title, or is excluded from
the definition of investment company by sec-
tion 80a–3(b) of this title or section 80a–3(c) of
this title; or
(4) the Commission, by rule or regulation,
determines appropriate.
(g) Rule of construction
Nothing in this section or section 77d(6) 1 of
this title shall be construed as preventing an
issuer from raising capital through methods not
described under section 77d(6) 1 of this title.
(h) Certain calculations
(1) Dollar amounts
Dollar amounts in section 77d(6) 1 of this
title and subsection (b) of this section shall be
adjusted by the Commission not less fre-
quently than once every 5 years, by notice
published in the Federal Register to reflect
any change in the Consumer Price Index for
All Urban Consumers published by the Bureau
of Labor Statistics.
(2) Income and net worth
The income and net worth of a natural per-
son under section 77d(6)(B) 1 of this title shall
be calculated in accordance with any rules of
the Commission under this subchapter regard-
ing the calculation of the income and net
worth, respectively, of an accredited investor.
(May 27, 1933, ch. 38, title I, § 4A, as added Pub.
L. 112–106, title III, §
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 77e
Stored review status: historical_2024_not_currentness_verified. The source passage cites 15 U.S.C. § 77e. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
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
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 77q
Stored review status: historical_2024_not_currentness_verified. The source passage cites 15 U.S.C. § 77q. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
Page 269
TITLE 15—COMMERCE AND TRADE
§ 78j
1 So in original. Probably should be followed by a comma.
Subsec. (b)(1) to (3). Pub. L. 111–203, § 763(f), added
pars. (1) to (3) and struck out former pars. (1) to (3)
which read as follows:
‘‘(1) any transaction in connection with any security
whereby any party to such transaction acquires (A) any
put, call, straddle, or other option or privilege of buy-
ing the security from or selling the security to another
without being bound to do so; or (B) any security fu-
tures product on the security; or
‘‘(2) any transaction in connection with any security
with relation to which he has, directly or indirectly,
any interest in any (A) such put, call, straddle, option,
or privilege; or (B) such security futures product; or
‘‘(3) any transaction in any security for the account
of any person who he has reason to believe has, and who
actually has, directly or indirectly, any interest in any
(A) such put, call, straddle, option, or privilege; or (B)
such security futures product with relation to such se-
curity.’’
Subsec. (c). Pub. L. 111–203, § 929L(1)(C), inserted
‘‘broker, dealer, or’’ after ‘‘unlawful for any’’.
Pub. L. 111–203, § 929L(1)(A), substituted ‘‘other than a
government security’’ for ‘‘registered on a national se-
curities exchange’’.
Subsecs. (d) to (i). Pub. L. 111–203, § 929X(b), added
subsec. (d) and redesignated former subsecs. (d) to (h)
as (e) to (i), respectively. Former subsec. (i), relating to
limitation on Commission authority, redesignated (j).
Subsec. (j). Pub. L. 111–203, § 929X(b)(1), redesignated
subsec. (i), relating to limitation on Commission au-
thority, as (j).
Pub. L. 111–203, § 763(g), added subsec. (j) relating to
regulations relating to security-based swaps.
Pub. L. 111
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 78j
Stored review status: historical_2024_not_currentness_verified. The source passage cites 15 U.S.C. § 78j. This identifies an authority to review, not proof of applicability.