15 U.S.C. § 77sss — Rules, regulations, and orders

Page 197 TITLE 15—COMMERCE AND TRADE § 77sss sions’’ after ‘‘qualified’’, in par. (1) inserted ‘‘shall automatically be deemed (unless it is expressly pro- vided therein that any such provision is excluded) to contain provisions’’ before ‘‘authorizing the holders’’ and ‘‘or if expressly specified in such indenture, of any series of securities’’ after ‘‘principal amount of the in- denture securities’’, and in par. (2) inserted ‘‘may con- tain provisions’’ before ‘‘authorizing the holders’’ and ‘‘or if expressly specified in such indenture, of any se- ries of securities’’ after ‘‘principal amount of the inden- ture securities’’. Subsec. (b). Pub. L. 101–550, § 415(5), which directed the substitution of ‘‘of the indenture to be qualified’’ for ‘‘thereof’’, was executed by making the substitution for ‘‘thereof’’ the first time appearing, as the probable intent of Congress. Subsec. (c). Pub. L. 101–550, § 415(6), added subsec. (c). § 77qqq. Special powers of trustee; duties of pay- ing agents (a) The indenture trustee shall be authorized— (1) in the case of a default in payment of the principal of any indenture security, when and as the same shall become due and payable, or in the case of a default in payment of the in- terest on any such security, when and as the same shall become due and payable and the continuance of such default for such period as may be prescribed in such indenture, to re- cover judgment, in its own name and as trust- ee of an express trust, against the obligor upon the indenture securities for the whole amount of such principal and interest remaining un- paid; and (2) to file such proofs of claim and other pa- pers or documents as may be necessary or ad- visable in order to have the claims of such trustee and of the indenture security holders allowed in any judicial proceedings relative to the obligor upon the indenture securities, its creditors, or its property. (b) Each paying agent shall hold in trust for the benefit of the indenture security holders or the indenture trustee all sums held by such pay- ing agent for the payment of the principal of or interest on the indenture securities, and shall give to such trustee notice of any default by any obligor upon the indenture securities in the making of any such payment. (May 27, 1933, ch. 38, title III, § 317, as added Aug. 3, 1939, ch. 411, 53 Stat. 1173; amended Pub. L. 101–550, title IV, § 416, Nov. 15, 1990, 104 Stat. 2731; Pub. L. 111–203, title IX, § 985(c)(2), July 21, 2010, 124 Stat. 1934.) Editorial Notes AMENDMENTS 2010—Subsec. (a)(1). Pub. L. 111–203 substituted ‘‘(1) in the’’ for ‘‘(1) , in the’’. 1990—Subsec. (a). Pub. L. 101–550, § 416(1)–(3), in intro- ductory provisions, substituted ‘‘trustee shall be au- thorized’’ for ‘‘to be qualified shall contain provisions’’, in par. (1) struck out ‘‘authorizing the indenture trust- ee’’ after the paragraph designation, and in par. (2) struck out ‘‘authorizing such trustee’’ after the para- graph designation. Subsec. (b). Pub. L. 101–550, § 416(4), substituted ‘‘Each’’ for ‘‘The indenture to be qualified shall provide that each’’. 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. § 77rrr. Effect of prescribed indenture provisions (a) Imposed duties to control If any provision of the indenture to be quali- fied limits, qualifies, or conflicts with the duties imposed by operation of subsection (c) of this section, the imposed duties shall control. (b) Additional provisions The indenture to be qualified may contain, in addition to provisions specifically authorized under this subchapter to be included therein, any other provisions the inclusion of which is not in contravention of any provision of this subchapter. (c) Provisions governing qualified indentures The provisions of sections 77jjj to and includ- ing 77qqq of this title that impose duties on any person (including provisions automatically deemed included in an indenture unless the in- denture provides that such provisions are ex- cluded) are a part of and govern every qualified indenture, whether or not physically contained therein, shall be deemed retroactively to govern each indenture heretofore qualified, and pro- spectively to govern each indenture hereafter qualified under this subchapter and shall be deemed retroactively to amend and supersede inconsistent provisions in each such indenture heretofore qualified. The foregoing provisions of this subsection shall not be deemed to effect the inclusion (by retroactive amendment or other- wise) in the text of any indenture heretofore qualified of any of the optional provisions con- templated by section 77jjj(b)(1), 77kkk(b), 77nnn(d), 77ooo(a), 77ooo(b), 77ooo(d), 77ooo(e), or 77ppp(a)(1) of this title. (May 27, 1933, ch. 38, title III, § 318, as added Aug. 3, 1939, ch. 411, 53 Stat. 1173; amended Pub. L. 101–550, title IV, § 417, Nov. 15, 1990, 104 Stat. 2731.) Editorial Notes AMENDMENTS 1990—Subsec. (a). Pub. L. 101–550, § 417(1), added sub- sec. (a) and struck out former subsec. (a) which read as follows: ‘‘The indenture to be qualified shall provide that if any provision thereof limits, qualifies, or con- flicts with another provision which is required to be in- cluded in such indenture by any of sections 77jjj to 77qqq of this title, inclusive, such required provision shall control.’’ Subsec. (c). Pub. L. 101–550, § 417(2), added subsec. (c). § 77sss. Rules, regulations, and orders (a) Authority of Commission; subject matter of rules, etc. The Commission shall have authority from time to time to make, issue, amend, and rescind such rules and regulations and such orders as it may deem necessary or appropriate in the public interest or for the protection of investors to Page 198 TITLE 15—COMMERCE AND TRADE § 77ttt carry out the provisions of this subchapter, in- cluding rules and regulations defining account- ing, technical, and trade terms used in this sub- chapter. Among other things, the Commission shall have authority, (1) by rules and regula- tions, to prescribe for the purposes of section 77jjj(b) of this title the method (to be fixed in in- dentures to be qualified under this subchapter) of calculating percentages of voting securities and other securities; (2) by rules and regula- tions, to prescribe the definitions of the terms ‘‘cash transaction’’ and ‘‘self-liquidating paper’’ which shall be included in indentures to be qualified under this subchapter, which defini- tions shall include such of the creditor relation- ships referred to in paragraphs (4) and (6) of sub- section (b) of section 77kkk of this title as to which the Commission determines that the ap- plication of subsection (a) of section 77kkk of this title is not necessary in the public interest or for the protection of investors, having due re- gard for the purposes of such subsection; and (3) for the purposes of this subchapter, to prescribe the form or forms in which information required in any statement, application, report, or other document filed with the Commission shall be set forth. For the purpose of its rules or regulations the Commission may classify persons, securi- ties, indentures, and other matters within its ju- risdiction and prescribe different requirements for different classes of persons, securities, inden- tures, or matters. (b) Rules and regulations effective upon publica- tion Subject to the provisions of chapter 15 of title 44 and regulations prescribed under the author- ity thereof, the rules and regulations of the Commission under this subchapter shall be ef- fective upon publication in the manner which the Commission shall prescribe, or upon such later date as may be provided in such rules and regulations. (c) Exemption from liability for any acts taken in good faith in conformity with rules, etc. No provision of this subchapter imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule, regu- lation, or order of the Commission, notwith- standing that such rule, regulation, or order may, after such act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason. (May 27, 1933, ch. 38, title III, § 319, as added Aug. 3, 1939, ch. 411, 53 Stat. 1173; Pub. L. 105–353, title III, § 301(e)(4), Nov. 3, 1998, 112 Stat. 3237.) Editorial Notes AMENDMENTS 1998—Subsec. (b). Pub. L. 105–353 substituted ‘‘chapter 15 of title 44’’ for ‘‘the Federal Register Act’’. Executive Documents TRANSFER OF FUNCTIONS For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. § 77ttt. Hearings by Commission Hearings may be public and may be held be- fore the Commission, any member or members thereof, or any officer or officers of the Commis- sion designated by it, and appropriate records thereof shall be kept. (May 27, 1933, ch. 38, title III, § 320, as added Aug. 3, 1939, ch. 411, 53 Stat. 1174.) Executive Documents TRANSFER OF FUNCTIONS For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. § 77uuu. Special powers of the Commission (a) Investigatory powers For the purpose of any investigation or any other proceeding which, in the opinion of the Commission, is necessary and proper for the en- forcement of this subchapter, any member of the Commission, or any officer thereof designated by it, is empowered to administer oaths and af- firmations, subpena witnesses, compel their at- tendance, take evidence, and require the produc- tion of any books, papers, correspondence, memoranda, contracts, agreements, or other records which the Commission deems relevant or material to the inquiry. Such attendance of witnesses and the production of any such books, papers, correspondence, memoranda, contracts, agreements, or other records may be required from any place in the United States or in any Territory at any designated place of investiga- tion or hearing. In addition, the Commission shall have the powers with respect to investiga- tions and hearings, and with respect to the en- forcement of, and offenses and violations under, this subchapter and rules and regulations and orders prescribed under the authority thereof, provided in sections 77t and 77v(b), (c) of this title. (b) Availability of reports from other offices; re- strictions The Treasury Department, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Reserve Banks, and the Federal Deposit Insurance Cor- poration are authorized, under such conditions as they may prescribe, to make available to the Commission such reports, records, or other in- formation as they may have available with re- spect to trustees or prospective trustees under indentures qualified or to be qualified under this subchapter, and to make through their exam- iners or other employees for the use of the Com- mission, examinations of such trustees or pro- spective trustees. Every such trustee or prospec- tive trustee shall, as a condition precedent to qualification of such indenture, consent that re- ports of examinations by Federal, State, Terri- torial, or District authorities may be furnished by such authorities to the Commission upon re- quest therefor. Notwithstanding any provision of this sub- chapter, no report, record, or other information