15 U.S.C. § 77uuu — Special powers of the Commission

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the Commission, notwith- standing that such rule, regulation, or order may, after such act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.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 Page 199 TITLE 15—COMMERCE AND TRADE § 77vvv made available to the Commission under this subsection, no report of an examination made under this subsection for the use of the Commis- sion, no report of an examination made of any trustee or prospective trustee by any Federal, State, Territorial, or District authority having jurisdiction to examine or supervise such trust- ee, no report made by any such trustee or pro- spective trustee to any such authority, and no correspondence between any such authority and any such trustee or prospective trustee, shall be divulged or made known or available by the Commission or any member, officer, agent, or employee thereof, to any person other than a member, officer, agent, or employee of the Com- mission: Provided, That the Commission may make available to the Attorney General of the United States, in confidence, any information obtained from such records, reports of examina- tion, other reports, or correspondence, and deemed necessary by the Commission, or re- quested by him, for the purpose of enabling him to perform his duties under this subchapter. (c) Investigation of prospective trustees Any investigation of a prospective trustee, or any proceeding or requirement for the purpose of obtaining information regarding a prospective trustee, under any provision of this subchapter, shall be limited— (1) to determining whether such prospective trustee is qualified to act as trustee under the provisions of subsection (b) of section 77jjj of this title; (2) to requiring the inclusion in the registra- tion statement or application of information with respect to the eligibility of such prospec- tive trustee under paragraph (1) of subsection (a) of section 77jjj of this title; and (3) to requiring the inclusion in the registra- tion statement or application of the most re- cent published report of condition of such pro- spective trustee, as described in paragraph (2) of subsection (a) of section 77jjj of this title, or, if the indenture does not contain the provi- sion with respect to combined capital and sur- plus authorized by the last sentence of para- graph (2) of subsection (a) of section 77jjj of this title, to determining whether such pro- spective trustee is eligible to act as such under paragraph (2) of subsection (a) of section 77jjj of this title. (d) Appointment and compensation of employees; lease and allocation of real property The provisions section 78d(b) of this title shall be applicable with respect to the power of the Commission— (1) to appoint and fix the compensation of such employees as may be necessary for car- rying out its functions under this subchapter, and (2) to lease and allocate such real property as may be necessary for carrying out its func- tions under this subchapter. (May 27, 1933, ch. 38, title III, § 321, as added Aug. 3, 1939, ch. 411, 53 Stat. 1174; amended Pub. L. 101–550, title I, § 104(b), Nov. 15, 1990, 104 Stat. 2714.) Editorial Notes AMENDMENTS 1990—Subsec. (d). Pub. L. 101–550 amended subsec. (d) generally. Prior to amendment, subsec. (d) read as fol- lows: ‘‘The provisions of section 78d(b) of this title shall be applicable with respect to the power of the Commis- sion to appoint and fix the compensation of such offi- cers, attorneys, examiners, and other experts, and such other officers and employees, as may be necessary for carrying out its functions under this subchapter.’’ 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. EXCEPTION AS TO TRANSFER OF FUNCTIONS Functions vested by any provision of law in Comp- troller of the Currency, referred to in this section, not included in transfer of functions of officers, agencies and employees of Department of the Treasury to Sec- retary of the Treasury, made by Reorg. Plan No. 26 of 1950, § 1, eff. July 31, 1950, 15 F.R. 4935, 64 Stat. 1280. See section 321(c)(2) of Title 31, Money and Finance. § 77vvv. Judicial review (a) Review of orders Orders of the Commission under this sub- chapter (including orders pursuant to the provi- sions of sections 77eee(b) and 77ggg(c) of this title) shall be subject to review in the same manner, upon the same conditions, and to the same extent, as provided in section 9 of the Se- curities Act of 1933 [15 U.S.C. 77i], with respect to orders of the Commission under such Act. (b) Jurisdiction of offenses and suits Jurisdiction of offenses and violations under, and jurisdiction and venue of suits and actions brought to enforce any liability or duty created by, this subchapter, or any rules or regulations or orders prescribed under the authority thereof, shall be as provided in section 22(a) of the Secu- rities Act of 1933 [15 U.S.C. 77v(a)]. (May 27, 1933, ch. 38, title III, § 322, as added Aug. 3, 1939, ch. 411, 53 Stat. 1175; amended Pub. L. 101–550, title IV, § 418, Nov. 15, 1990, 104 Stat. 2732.) Editorial Notes REFERENCES IN TEXT Such Act, referred to in subsec. (a), means the Securi- ties Act of 1933, approved May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classifica- tion of this Act to the Code, see section 77a of this title and Tables. AMENDMENTS 1990—Subsec. (b). Pub. L. 101–550 inserted ‘‘or duty’’ after ‘‘any liability’’. 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,