15 U.S.C. § 77vvv — Judicial review

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, Page 200 TITLE 15—COMMERCE AND TRADE § 77www eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. § 77www. Liability for misleading statements (a) Any person who shall make or cause to be made any statement in any application, report, or document filed with the Commission pursu- ant to any provisions of this subchapter, or any rule, regulation, or order thereunder, which statement was at the time and in the light of the circumstances under which it was made false or misleading with respect to any material fact, or who shall omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, shall be liable to any person (not knowing that such statement was false or misleading or of such omission) who, in reliance upon such state- ment or omission, shall have purchased or sold a security issued under the indenture to which such application, report, or document relates, for damages caused by such reliance, unless the person sued shall prove that he acted in good faith and had no knowledge that such statement was false or misleading or of such omission. A person seeking to enforce such liability may sue at law or in equity in any court of competent ju- risdiction. In any such suit the court may, in its discretion, require an undertaking for the pay- ment of the costs of such suit and assess reason- able costs, including reasonable attorneys’ fees, against either party litigant, having due regard to the merits and good faith of the suit or de- fense. No action shall be maintained to enforce any liability created under this section unless brought within one year after the discovery of the facts constituting the cause of action and within three years after such cause of action ac- crued. (b) The rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist under the Securities Act of 1933 [15 U.S.C. 77a et seq.] or the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], or otherwise at law or in equity; but no person permitted to maintain a suit for dam- ages under the provisions of this subchapter shall recover, through satisfaction of judgment in one or more actions, a total amount in excess of his actual damages on account of the act complained of. (May 27, 1933, ch. 38, title III, § 323, as added Aug. 3, 1939, ch. 411, 53 Stat. 1176; amended Pub. L. 111–203, title IX, § 986(b)(5), July 21, 2010, 124 Stat. 1936.) Editorial Notes REFERENCES IN TEXT The Securities Act of 1933, referred to in subsec. (b), is act 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 classification of this Act to the Code, see section 77a of this title and Tables. The Securities Exchange Act of 1934, referred to in subsec. (b), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of this title. For complete classification of this Act to the Code, see section 78a of this title and Tables. AMENDMENTS 2010—Subsec. (b). Pub. L. 111–203 substituted ‘‘Securi- ties Act of 1933 or the Securities Exchange Act of 1934’’ for ‘‘Securities Act of 1933, or the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935’’. 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. 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. § 77xxx. Unlawful representations It shall be unlawful for any person in offering, selling or issuing any security to represent or imply in any manner whatsoever that any ac- tion or failure to act by the Commission in the administration of this subchapter means that the Commission has in any way passed upon the merits of, or given approval to, any trustee, in- denture or security, or any transaction or trans- actions therein, or that any such action or fail- ure to act with regard to any statement or re- port filed with or examined by the Commission pursuant to this subchapter or any rule, regula- tion, or order thereunder, has the effect of a finding by the Commission that such statement or report is true and accurate on its face or that it is not false or misleading. (May 27, 1933, ch. 38, title III, § 324, as added Aug. 3, 1939, ch. 411, 53 Stat. 1176; amended Aug. 10, 1954, ch. 667, title III, § 305, 68 Stat. 688.) Editorial Notes AMENDMENTS 1954—Act Aug. 10, 1954, substituted ‘‘offering, selling, or issuing’’ for ‘‘issuing or selling’’. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1954 AMENDMENT Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under section 77b of this title. 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. § 77yyy. Penalties Any person who willfully violates any provi- sion of this subchapter or any rule, regulation, or order thereunder, or any person who willfully, in any application, report, or document filed or required to be filed under the provisions of this subchapter or any rule, regulation, or order thereunder, makes any untrue statement of a