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15 U.S.C. § 77g — Information required in registration statement
Federal law — U.S. Code and appendices · legal_authorities
**(a) Information required in registration statement**
(1) **In general** — The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim), and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as h
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Source file: Laws/federal/codes/united-states-code/title-15/section-77g-information-required-in-registration-statement--8be6ea952a.md
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Source location: Title 15, Chapter 2A, § 77g; chapter-2a-securities-and-trust-indentures.md
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**(a) Information required in registration statement**
(1) **In general** — The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim), and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of [section 77aa of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim); except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as having prepared or certified such report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement unless the Commission dispenses with such filing as impracticable or as involving undue hardship on the person filing the registration statement. Any such registration statement shall contain such other information, and be accompanied by such other documents, as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors.
(2) **Treatment of emerging growth companies** — An emerging growth company—
(A) need not present more than 2 years of audited financial statements in order for the registration statement of such emerging growth company with respect to an initial public offering of its common equity securities to be effective, and in any other registration statement to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its initial public offering; and
(B) may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under [section 7201 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section7201&num=0&edition=prelim)) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.
**(b) Registration statement for blank check companies**
(1) The Commission shall prescribe special rules with respect to registration statements filed by any issuer that is a blank check company. Such rules may, as the Commission determines necessary or appropriate in the public interest or for the protection of investors—
(A) require such issuers to provide timely disclosure, prior to or after such statement becomes effective under [section 77h of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h&num=0&edition=prelim), of (i) information regarding the company to be acquired and the specific application of the proceeds of the offering, or (ii) additional information necessary to prevent such statement from being misleading;
(B) place limitations on the use of such proceeds and the distribution of securities by such issuer until the disclosures required under subparagraph (A) have been made; and
(C) provide a right of rescission to shareholders of such securities.
(2) The Commission may, as it determines consistent with the public interest and the protection of investors, by rule or order exempt any issuer or class of issuers from the rules prescribed under paragraph (1).
(3) For purposes of paragraph (1) of this subsection, the term “blank check company” means any development stage company that is issuing a penny stock (within the meaning of [section 78c(a)(51) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c/a/51&num=0&edition=prelim)) and that—
(A) has no specific business plan or purpose; or
(B) has indicated that its business plan is to merge with an unidentified company or companies.
**(c) Disclosure requirements**
(1) **In general** — The Commission shall adopt regulations under this subsection requiring each issuer of an asset-backed security to disclose, for each tranche or class of security, information regarding the assets backing that security.
(2) **Content of regulations** — In adopting regulations under this subsection, the Commission shall—
(A) set standards for the format of the data provided by issuers of an asset-backed security, which shall, to the extent feasible, facilitate comparison of such data across securities in similar types of asset classes; and
(B) require issuers of asset-backed securities, at a minimum, to disclose asset-level or loan-level data, if such data are necessary for investors to independently perform due diligence, including—
(i) data having unique identifiers relating to loan brokers or originators;
(ii) the nature and extent of the compensation of the broker or originator of the assets backing the security; and
(iii) the amount of risk retention by the originator and the securitizer of such assets.
(3) **Data standards for asset-backed securities disclosures**
(A) *Requirement* — The Commission shall, by rule, adopt data standards for all disclosures required under this subsection.
(B) *Consistency* — The data standards required under subparagraph (A) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under [section 5334 of title 12](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section5334&num=0&edition=prelim), including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.
**(d) Registration statement for asset-backed securities** Not later than 180 days after July 21, 2010, the Commission shall issue rules relating to the registration statement required to be filed by any issuer of an asset-backed security (as that term is defined in section 78c(a)(77) 11 See References in Text note below. of this title) that require any issuer of an asset-backed security—
(1) to perform a review of the assets underlying the asset-backed security; and
(2) to disclose the nature of the review under paragraph (1).
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Rules and regulations** The Commission shall have authority from time to time to make, amend, and rescind such rules and regulations as may be necessary to carry out the provisions of this subchapter, including rules and regulations governing registration statements and prospectuses for various classes of securities and issuers, and defining accounting, technical, and trade terms used in this subchapter. Among other things, the Commission shall have authority, for the purposes of this subchapter, to prescribe the form or forms in which required information shall be set forth, the items or details to be shown in the balance sheet and earning statement, and the methods to be followed in the preparation of accounts, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and nonrecurring income, in the differentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of consolidated balance sheets or income accounts of any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer. The rules and regulations of the Commission shall be effective upon publication in the manner which the Commission shall prescribe. No provision of this subchapter imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the Commission, notwithstanding that such rule or regulation may, after such act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
**(b) Recognition of accounting standards**
(1) **In general** — In carrying out i
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77s
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** The Secretary is authorized to promulgate regulations to implement and administer the grant programs and undertakings authorized by this subchapter.
**(b) Regulatory authority** Regulations prescribed under this section may contain such classifications, differentiations, or other provisions, and may provide for such adjustments and exceptions for any class of grant programs, undertakings, or eligible entities, as, in the judgment of the Secretary, are necessary or proper to effectuate the purposes of this subchapter, to prevent circumvention or evasion of this subchapter, or to facilitate compliance with this subchapter.
Source: Supplied U.S. Code snapshot — release unconfirmed · 12 U.S.C. § 5301
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Reports by issuer of security; contents** Every issuer of a security registered pursuant to section 78l of this title shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security—
(1) such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to section 78l of this title, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.
(2) such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe.
Every issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange. In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this chapter or 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.] and, with respect to any such statement or reports, an emerging growth company may not be
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 78m
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Federal law — U.S. Code and appendices · legal_authorities
This chapter may be cited as the “Securities Exchange Act of 1934.”
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 78a
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Solicitation of proxies in violation of rules and regulations**
(1) It shall be unlawful for any person, by the use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, 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, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security (other than an exempted security) registered pursuant to section 78l of this title.
(2) The rules and regulations prescribed by the Commission under paragraph (1) may include—
(A) a requirement that a solicitation of proxy, consent, or authorization by (or on behalf of) an issuer include a nominee submitted by a shareholder to serve on the board of directors of the issuer; and
(B) a requirement that an issuer follow a certain procedure in relation to a solicitation described in subparagraph (A).
**(b) Giving or refraining from giving proxy in respect of any security carried for account of customer**
(1) It shall be unlawful for any member of a national securities exchange, or any broker or dealer registered under this chapter, or any bank, association, or other entity that exercises fiduciary powers, 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, to give, or to refrain from giving a proxy, consent, authorization, or information statement in respect of any security registered pursuant to section 78l of this title, or any security issued by an investment company registered under the Investment Company Act of 1
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 78n
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Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** The Council may provide for more stringent regulation of a financial activity by issuing recommendations to the primary financial regulatory agencies to apply new or heightened standards and safeguards, including standards enumerated in [section 5325 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section5325&num=0&edition=prelim), for a financial activity or practice conducted by bank holding companies or nonbank financial companies under their respective jurisdictions, if the Council determines that the conduct, scope, nature, size, scale, concentration, or interconnectedness of such activity or practice could create or increase the risk of significant liquidity, credit, or other problems spreading among bank holding companies and nonbank financial companies, financial markets of the United States, or low-income, minority, or underserved communities.
**(b) Procedure for recommendations to regulators**
(1) **Notice and opportunity for comment** — The Council shall consult with the primary financial regulatory agencies and provide notice to the public and opportunity for comment for any proposed recommendation that the primary financial regulatory agencies apply new or heightened standards and safeguards for a financial activity or practice.
(2) **Criteria** — The new or heightened standards and safeguards for a financial activity or practice recommended under paragraph (1)—
(A) shall take costs to long-term economic growth into account; and
(B) may include prescribing the conduct of the activity or practice in specific ways (such as by limiting its scope, or applying particular capital or risk management requirements to the conduct of the activity) or prohibiting the activity or practice.
**(c) Implementa
Source: Supplied U.S. Code snapshot — release unconfirmed · 12 U.S.C. § 5334
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Rules defining “financial expert”** The Commission shall issue rules, as necessary or appropriate in the public interest and consistent with the protection of investors, to require each issuer, together with periodic reports required pursuant to sections 78m(a) and 78o(d) of this title, to disclose whether or not, and if not, the reasons therefor, the audit committee of that issuer is comprised of at least 1 member who is a financial expert, as such term is defined by the Commission.
**(b) Considerations** In defining the term “financial expert” for purposes of subsection (a), the Commission shall consider whether a person has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller, or principal accounting officer of an issuer, or from a position involving the performance of similar functions—
(1) an understanding of generally accepted accounting principles and financial statements;
(2) experience in—
(A) the preparation or auditing of financial statements of generally comparable issuers; and
(B) the application of such principles in connection with the accounting for estimates, accruals, and reserves;
(3) experience with internal accounting controls; and
(4) an understanding of audit committee functions.
**(c) Deadline for rulemaking** The Commission shall—
(1) propose rules to implement this section, not later than 90 days after July 30, 2002; and
(2) issue final rules to implement this section, not later than 180 days after July 30, 2002.
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 7201
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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
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77aa
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Federal law — U.S. Code and appendices · legal_authorities
This subchapter may be cited as the “Securities Act of 1933”.
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77a
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Federal law — U.S. Code and appendices · legal_authorities
**(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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