15 USC Ch. 2A: Front Matter
From Title 15-COMMERCE AND TRADECHAPTER 2A-SECURITIES AND TRUST INDENTURES
CHAPTER 2A-SECURITIES AND TRUST INDENTURES
SUBCHAPTER I-DOMESTIC SECURITIES
Sec.
77a.
Short title.
77b.
Definitions; promotion of efficiency, competition, and capital formation.
(a)
Definitions.
(b)
Consideration of promotion of efficiency, competition, and capital formation.
77b–1.
Swap agreements.
(a)
Non-security-based swap agreements.
(b)
Security-based swap agreements.
77c.
Classes of securities under this subchapter.
(a)
Exempted securities.
(b)
Additional exemptions.
(c)
Securities issued by small investment company.
77d.
Exempted transactions.
77e.
Prohibitions relating to interstate commerce and the mails.
(a)
Sale or delivery after sale of unregistered securities.
(b)
Necessity of prospectus meeting requirements of section 77j of this title.
(c)
Necessity of filing registration statement.
77f.
Registration of securities.
(a)
Method of registration.
(b)
Registration fee.
(c)
Time registration effective.
(d)
Information available to public.
77g.
Information required in registration statement.
77h.
Taking effect of registration statements and amendments thereto.
(a)
Effective date of registration statement.
(b)
Incomplete or inaccurate registration statement.
(c)
Effective date of amendment to registration statement.
(d)
Untrue statements or omissions in registration statement.
(e)
Examination for issuance of stop order.
(f)
Notice requirements.
77h–1.
Cease-and-desist proceedings.
(a)
Authority of Commission.
(b)
Hearing.
(c)
Temporary order.
(d)
Review of temporary orders.
(e)
Authority to enter order requiring accounting and disgorgement.
77i.
Court review of orders.
77j.
Information required in prospectus.
(a)
Information in registration statement; documents not required.
(b)
Summarizations and omissions allowed by rules and regulations.
(c)
Additional information required by rules and regulations.
(d)
Classification of prospectuses.
(e)
Information in conspicuous part of prospectus.
(f)
Prospectus consisting of radio or television broadcast.
77k.
Civil liabilities on account of false registration statement.
(a)
Persons possessing cause of action; persons liable.
(b)
Persons exempt from liability upon proof of issues.
(c)
Standard of reasonableness.
(d)
Effective date of registration statement with regard to underwriters.
(e)
Measure of damages; undertaking for payment of costs.
(f)
Joint and several liability; liability of outside director.
(g)
Offering price to public as maximum amount recoverable.
77l.
Civil liabilities arising in connection with prospectuses and communications.
(a)
In general.
(b)
Loss causation.
77m.
Limitation of actions.
77n.
Contrary stipulations void.
77o.
Liability of controlling persons.
77p.
Additional remedies; limitation on remedies.
(a)
Remedies additional.
(b)
Class action limitations.
(c)
Removal of covered class actions.
(d)
Preservation of certain actions.
(e)
Preservation of State jurisdiction.
(f)
Definitions.
77q.
Fraudulent interstate transactions.
(a)
Use of interstate commerce for purpose of fraud or deceit.
(b)
Use of interstate commerce for purpose of offering for sale.
(c)
Exemptions of section 77c not applicable to this section.
(d)
Authority with respect to security-based swap agreements.
77r.
Exemption from State regulation of securities offerings.
(a)
Scope of exemption.
(b)
Covered securities.
(c)
Preservation of authority.
(d)
Definitions.
77r–1.
Preemption of State law.
(a)
Authority to purchase, hold, and invest in securities; securities considered as obligations of United States.
(b)
Exception; validity of contracts under prior law.
(c)
Registration and qualification requirements; exemption; subsequent enactment by State.
(d)
Implementation.
77s.
Special powers of Commission.
77t.
Injunctions and prosecution of offenses.
(a)
Investigation of violations.
(b)
Action for injunction or criminal prosecution in district court.
(c)
Writ of mandamus.
(d)
Money penalties in civil actions.
(e)
Authority of court to prohibit persons from serving as officers and directors.
(f)
Prohibition of attorneys' fees paid from Commission disgorgement funds.
77u.
Hearings by Commission.
77v.
Jurisdiction of offenses and suits.
(a)
Federal and State courts; venue; service of process; review; removal; costs.
(b)
Contumacy or refusal to obey subpena; contempt.
77w.
Unlawful representations.
77x.
Penalties.
77y.
Jurisdiction of other Government agencies over securities.
77z.
Separability.
77z–1.
Private securities litigation.
(a)
Private class actions.
(b)
Stay of discovery; preservation of evidence.
(c)
Sanctions for abusive litigation.
(d)
Defendant's right to written interrogatories.
77z–2.
Application of safe harbor for forward-looking statements.
(a)
Applicability.
(b)
Exclusions.
(c)
Safe harbor.
(d)
Duty to update.
(e)
Dispositive motion.
(f)
Stay pending decision on motion.
(g)
Exemption authority.
(h)
Effect on other authority of Commission.
(i)
Definitions.
77z–3.
General exemptive authority.
77aa.
Schedule of information required in registration statement.
SUBCHAPTER II-FOREIGN SECURITIES
77bb.
"Corporation of Foreign Security Holders"; creation; principal office; branch offices.
77cc.
Directors of Corporation; appointment, term of office, and removal.
77dd.
Powers and duties of Corporation, generally.
77ee.
Directors of Corporation, powers and duties generally.
77ff.
Accounts and annual balance sheet of Corporation; audits.
77gg.
Annual report by Corporation; printing and distribution.
77hh.
Assessments by Corporation on holders of foreign securities.
77ii.
Subscriptions accepted by Corporation as loans; repayment.
77jj.
Loans to Corporation from Reconstruction Finance Corporation authorized.
77kk.
Representations by Corporation as acting for Department of State or United States forbidden; interference with foreign negotiations forbidden.
77ll.
Effective date of subchapter.
77mm.
Short title.
SUBCHAPTER III-TRUST INDENTURES
77aaa.
Short title.
77bbb.
Necessity for regulation.
(a)
Practices adversely affecting public.
(b)
Declaration of policy.
77ccc.
Definitions.
77ddd.
Exempted securities and transactions.
(a)
Specific securities exempted.
(b)
Application of sections 77eee and 77fff.
(c)
Securities issued or proposed to be issued under indenture.
(d)
Exemptions in public interest.
(e)
Securities issued by small investment company.
77eee.
Securities required to be registered under Securities Act.
(a)
Information required.
(b)
Refusal of registration statement.
(c)
Information required in prospectus.
(d)
Applicability of other statutory provisions.
77fff.
Securities not registered under Securities Act.
(a)
Prohibitions affecting unregistered securities not issued under indenture.
(b)
Prohibitions affecting unregistered securities issued under indenture.
(c)
Necessity of issuance under indenture; application for qualification.
77ggg.
Qualification of indentures covering securities not required to be registered.
(a)
Application; information required; availability of information to public.
(b)
Filing of application.
(c)
Applicability of other statutory provisions.
77hhh.
Integration of procedure with Securities Act and other Acts.
(a)
Incorporation by reference.
(b)
Consolidation of applications, reports, etc.
77iii.
Effective time of qualification.
(a)
Effective time of registration or application for qualification of indenture.
(b)
Stop orders after effective time of qualification.
(c)
Effect of subsequent rule or regulation on qualification.
(d)
Liability of trustee under qualified indenture.
(e)
Power of Commission to conduct investigation.
77jjj.
Eligibility and disqualification of trustee.
(a)
Persons eligible for appointment as trustee.
(b)
Disqualification of trustee.
(c)
Applicability of section.
77kkk.
Preferential collection of claims against obligor.
(a)
Trustee as creditor of obligor.
(b)
Exclusion of creditor relationship arising from specified classes.
(c)
Issue or sale of securities by registered holding company.
77lll.
Bondholders' lists.
(a)
Periodic filing of information by obligor with trustee.
(b)
Access of information to security holders.
(c)
Disclosure of information deemed not violative of any law.
77mmm.
Reports by indenture trustee.
(a)
Report to security holders; time; contents.
(b)
Additional reports to security holders.
(c)
Additional parties to whom reports to be transmitted.
(d)
Filing of report with stock exchanges.
77nnn.
Reports by obligor; evidence of compliance with indenture provisions.
(a)
Periodic reports.
(b)
Evidence of recording of indenture.
(c)
Evidence of compliance with conditions precedent.
(d)
Certificates of fair value.
(e)
Recitals as to basis of certificate or opinion.
(f)
Parties may provide for additional evidence.
77ooo.
Duties and responsibility of the trustee.
(a)
Duties prior to default.
(b)
Notice of defaults.
(c)
Duties of the trustee in case of default.
(d)
Responsibility of the trustee.
(e)
Undertaking for costs.
77ppp.
Directions and waivers by bondholders; prohibition of impairment of holder's right to payment; record date.
(a)
Directions and waivers by bondholders.
(b)
Prohibition of impairment of holder's right to payment.
(c)
Record date.
77qqq.
Special powers of trustee; duties of paying agents.
77rrr.
Effect of prescribed indenture provisions.
(a)
Imposed duties to control.
(b)
Additional provisions.
(c)
Provisions governing qualified indentures.
77sss.
Rules, regulations, and orders.
(a)
Authority of Commission; subject matter of rules, etc.
(b)
Rules and regulations effective upon publication.
(c)
Exemption from liability for any acts taken in good faith in conformity with rules, etc.
77ttt.
Hearings by Commission.
77uuu.
Special powers of the Commission.
(a)
Investigatory powers.
(b)
Availability of reports from other offices; restrictions.
(c)
Investigation of prospective trustees.
(d)
Appointment and compensation of employees; lease and allocation of real property.
77vvv.
Judicial review.
(a)
Review of orders.
(b)
Jurisdiction of offenses and suits.
77www.
Liability for misleading statements.
77xxx.
Unlawful representations.
77yyy.
Penalties.
77zzz.
Effect on existing law.
77aaaa.
Contrary stipulations void.
77bbbb.
Separability.
Chapter Referred to in Other Sections
This chapter is referred to in section 80a–29 of this title.