15 USC Ch. 2B: Front Matter
From Title 15-COMMERCE AND TRADECHAPTER 2B-SECURITIES EXCHANGES
CHAPTER 2B-SECURITIES EXCHANGES
Sec.
78a.
Short title.
78b.
Necessity for regulation.
78c.
Definitions and application.
(a)
Definitions.
(b)
Power to define technical, trade, accounting, and other terms.
(c)
Application to governmental departments or agencies.
(d)
Issuers of municipal securities.
(e)
Charitable organizations.
(f)
Consideration of promotion of efficiency, competition, and capital formation.
(g)
Church plans.
78c–1.
Swap agreements.
(a)
Non-security-based swap agreements.
(b)
Security-based swap agreements.
78d.
Securities and Exchange Commission.
(a)
Establishment; composition; limitations on commissioners; terms of office.
(b)
Appointment and compensation of staff and leasing authority.
(c)
Acceptance of travel support for Commission activities from non-Federal sources; regulations.
(d)
Acceptance of relocation expenses from former employers by professional fellows program participants.
(e)
Fee payments.
(f)
Reimbursement of expenses for assisting foreign securities authorities.
78d–1.
Delegation of functions by Commission.
(a)
Authorization; functions delegable; eligible persons; application of other laws.
(b)
Right of review; procedure.
(c)
Finality of delegated action.
78d–2.
Transfer of functions with respect to assignment of personnel to chairman.
78e.
Transactions on unregistered exchanges.
78f.
National securities exchanges.
(a)
Registration; application.
(b)
Determinations by Commission requisite to registration of applicant as a national securities exchange.
(c)
Denial of membership in national exchanges; denial of association with member; conditions; limitation of membership.
(d)
Discipline of national securities exchange members and persons associated with members; summary proceedings.
(e)
Commissions, allowances, discounts, and other fees.
(f)
Compliance of non-members with exchange rules.
(g)
Notice registration of security futures product exchanges.
(h)
Trading in security futures products.
(i)
Rules to avoid duplicative regulation of dual registrants.
(j)
Procedures and rules for security future products.
(k)
Rules relating to security futures products traded on foreign boards of trade.
78g.
Margin requirements.
(a)
Rules and regulations for extension of credit; standard for initial extension; undermargined accounts.
(b)
Lower and higher margin requirements.
(c)
Unlawful credit extension to customers.
(d)
Unlawful credit extension in violation of rules and regulations; exceptions to application of rules, etc.
(e)
Effective date of this section and rules and regulations.
(f)
Unlawful receipt of credit; exemptions.
(g)
Effect of bona fide agreement for delayed delivery of mortgage related security.
78h.
Restrictions on borrowing and lending by members, brokers, and dealers.
78i.
Manipulation of security prices.
(a)
Transactions relating to purchase or sale of security.
(b)
Transactions relating to puts, calls, straddles, or options.
(c)
Endorsement or guarantee of puts, calls, straddles, or options.
(d)
Registered warrant, right, or convertible security not included in "put", "call", "straddle", or "option".
(e)
Persons liable; suits at law or in equity.
(f)
Subsection (a) not applicable to exempted securities.
(g)
Foreign currencies and security futures products.
(h)
Limitations on practices that affect market volatility.
(i)
Limitation on Commission authority.
78j.
Manipulative and deceptive devices.
78j–1.
Audit requirements.
(a)
In general.
(b)
Required response to audit discoveries.
(c)
Auditor liability limitation.
(d)
Civil penalties in cease-and-desist proceedings.
(e)
Preservation of existing authority.
(f)
"Illegal act" defined.
78k.
Trading by members of exchanges, brokers, and dealers.
(a)
Trading for own account or account of associated person; exceptions.
(b)
Registration of members as odd-lot dealers and specialists.
(c)
Exemptions from provisions of section and rules and regulations.
(d)
Prohibition on extension of credit by broker-dealer.
78k–1.
National market system for securities; securities information processors.
(a)
Congressional findings; facilitating establishment of national market system for securities; designation of qualified securities.
(b)
Securities information processors; registration; withdrawal of registration; access to services; censure; suspension or revocation of registration.
(c)
Rules and regulations covering use of mails or other means or instrumentalities of interstate commerce; reports of purchase or sale of qualified securities; limiting registered securities transactions to national securities exchanges.
(d)
National Market Advisory Board.
(e)
National markets system for security futures products.
78l.
Registration requirements for securities.
(a)
General requirement of registration.
(b)
Procedure for registration; information.
(c)
Additional or alternative information.
(d)
Effective date of registration; withdrawal of registration.
(e)
Exemption from provisions of section for period ending not later than July 1, 1935.
(f)
Unlisted trading privileges for security originally listed on another national exchange.
(g)
Registration of securities by issuer; exemptions.
(h)
Exemption by rules and regulations from certain provisions of section.
(i)
Securities issued by banks.
(j)
Denial, suspension, or revocation of registration; notice and hearing.
(k)
Trading suspensions; emergency authority.
(l)
Issuance of any security in contravention of rules and regulations; application to annuity contracts and variable life policies.
78l–1.
Applications for unlisted trading privileges deemed filed under section 78l of this title.
78m.
Periodical and other reports.
(a)
Reports by issuer of security; contents.
(b)
Form of report; books, records, and internal accounting; directives.
(c)
Alternative reports.
(d)
Reports by persons acquiring more than five per centum of certain classes of securities.
(e)
Purchase of securities by issuer.
(f)
Reports by institutional investment managers.
(g)
Statement of equity security ownership.
(h)
Large trader reporting.
78n.
Proxies.
(a)
Solicitation of proxies in violation of rules and regulations.
(b)
Giving or refraining from giving proxy in respect of any security carried for account of customer.
(c)
Information to holders of record prior to annual or other meeting.
(d)
Tender offer by owner of more than five per centum of class of securities; exceptions.
(e)
Untrue statement of material fact or omission of fact with respect to tender offer.
(f)
Election or designation of majority of directors of issuer by owner of more than five per centum of class of securities at other than meeting of security holders.
(g)
Filing fees.
(h)
Proxy solicitations and tender offers in connection with limited partnership rollup transactions.
78o.
Registration and regulation of brokers and dealers.
(a)
Registration of all persons utilizing exchange facilities to effect transactions; exemptions.
(b)
Manner of registration of brokers and dealers.
(c)
Use of manipulative or deceptive devices; contravention of rules and regulations.
(d)
Filing of supplementary and periodic information.
(e)
Compliance with this chapter by members not required to be registered.
(f)
Prevention of misuse of material, nonpublic information.
(g)
Requirements for transactions in penny stocks.
(h)
Limitations on State law.
(i)
Rulemaking to extend requirements to new hybrid products.
(i)
Limitation on Commission authority.
78o–1.
Brokers deemed to be registered.
78o–2.
Liabilities arising prior to amendment unaffected.
78o–3.
Registered securities associations.
(a)
Registration; application.
(b)
Determinations by Commission requisite to registration of applicant as national securities association.
(c)
National association rules; provision for registration of affiliated securities association.
(d)
Registration as affiliated association; prerequisites; association rules.
(e)
Dealings with nonmember professionals.
(f)
Transactions in municipal securities.
(g)
Denial of membership.
(h)
Discipline of registered securities association members and persons associated with members; summary proceedings.
(i)
Broker-dealer disciplinary history.
(j)
Registration for sales of private securities offerings.
(k)
Limited purpose national securities association.
(l)
Rules to avoid duplicative regulation of dual registrants.
(m)
Procedures and rules for security future products.
78o–4.
Municipal securities.
(a)
Registration of municipal securities dealers.
(b)
Municipal Securities Rulemaking Board; rules and regulations.
(c)
Discipline of municipal securities dealers; censure; suspension or revocation of registration; other sanctions; investigations.
(d)
Issuance of municipal securities.
78o–5.
Government securities brokers and dealers.
(a)
Registration requirements; notice to regulatory agencies; manner of registration; exemption from registration requirements.
(b)
Rules with respect to transactions in government securities.
(c)
Sanctions for violations.
(d)
Records of brokers and dealers subject to examination.
(e)
Membership in national securities exchange; exemptions.
(f)
Large position reporting.
(g)
Effect on other laws; authority of Commission.
78p.
Directors, officers, and principal stockholders.
(a)
Filing of statement of all ownership of securities of issuer by owner of more than ten per centum of any class of security.
(b)
Profits from purchase and sale of security within six months.
(c)
Conditions for sale of security by beneficial owner, director, or officer.
(d)
Securities held in investment account, transactions in ordinary course of business, and establishment of primary or secondary market.
(e)
Application of section to foreign or domestic arbitrage transactions.
(f)
Treatment of transactions in security futures products.
(g)
Limitation on Commission authority.
78q.
Records and reports.
(a)
Rules and regulations.
(b)
Records subject to examination.
(c)
Copies of reports filed with other regulatory agencies.
(d)
Self-regulatory organizations.
(e)
Balance sheet and income statement; other financial statements and information.
(f)
Missing, lost, counterfeit, and stolen securities.
(g)
Persons extending credit.
(h)
Risk assessment for holding company systems.
(i)
Investment bank holding companies.
(j)
Authority to limit disclosure of information.
(k)
Coordination of examining authorities.
78q–1.
National system for clearance and settlement of securities transactions.
(a)
Congressional findings; facilitating establishment of system.
(b)
Registration of clearing agencies; application; determinations by Commission requisite to registration of applicant as clearing agency; denial of participation; discipline; summary proceedings; exemption; facilities for handling derivatives.
(c)
Registration of transfer agents.
(d)
Activities of clearing agencies and transfer agents; enforcement by appropriate regulatory agencies.
(e)
Physical movement of securities certificates.
(f)
Rules concerning transfer of securities and rights and obligations of involved or affected parties.
78q–2.
Automated quotation systems for penny stocks.
(a)
Findings.
(b)
Mandate to facilitate establishment of automated quotation systems.
(c)
Exemptive authority.
(d)
Commission reporting requirements.
78r.
Liability for misleading statements.
(a)
Persons liable; persons entitled to recover; defense of good faith; suit at law or in equity; costs, etc.
(b)
Contribution.
(c)
Period of limitations.
78s.
Registration, responsibilities, and oversight of self-regulatory organizations.
(a)
Registration procedures; notice of filing; other regulatory agencies.
(b)
Proposed rule changes; notice; proceedings.
(c)
Amendment by Commission of rules of self-regulatory organizations.
(d)
Notice of disciplinary action taken by self-regulatory organization against a member or participant; review of action by appropriate regulatory agency; procedure.
(e)
Disposition of review; cancellation, reduction, or remission of sanction.
(f)
Dismissal of review proceeding.
(g)
Compliance with rules and regulations.
(h)
Suspension or revocation of self-regulatory organization's registration; censure; other sanctions.
(i)
Appointment of trustee.
78t.
Liability of controlling persons and persons who aid and abet violations.
(a)
Joint and several liability; good faith defense.
(b)
Unlawful activity through or by means of any other person.
(c)
Hindering, delaying, or obstructing the making or filing of any document, report, or information.
(d)
Liability for trading in securities while in possession of material nonpublic information.
(e)
Prosecution of persons who aid and abet violations.
(f)
Limitation on Commission authority.
78t–1.
Liability to contemporaneous traders for insider trading.
(a)
Private rights of action based on contemporaneous trading.
(b)
Limitations on liability.
(c)
Joint and several liability for communicating.
(d)
Authority not to restrict other express or implied rights of action.
(e)
Provisions not to affect public prosecutions.
78u.
Investigations and actions.
(a)
Authority and discretion of Commission to investigate violations.
(b)
Attendance of witnesses; production of records.
(c)
Judicial enforcement of investigative power of Commission; refusal to obey subpoena; criminal sanctions.
(d)
Injunction proceedings; authority of court to prohibit persons from serving as officers and directors; money penalties in civil actions.
(e)
Mandamus.
(f)
Rules of self-regulatory organizations.
(g)
Consolidation of actions; consent of Commission.
(h)
Access to records.
(i)
Information to CFTC.
78u–1.
Civil penalties for insider trading.
(a)
Authority to impose civil penalties.
(b)
Limitations on liability.
(c)
Authority of Commission.
(d)
Procedures for collection.
(e)
Authority to award bounties to informants.
(f)
Definition.
(g)
Limitation on Commission authority.
78u–2.
Civil remedies in administrative proceedings.
(a)
Commission authority to assess money penalties.
(b)
Maximum amount of penalty.
(c)
Determination of public interest.
(d)
Evidence concerning ability to pay.
(e)
Authority to enter order requiring accounting and disgorgement.
78u–3.
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.
78u–4.
Private securities litigation.
(a)
Private class actions.
(b)
Requirements for securities fraud actions.
(c)
Sanctions for abusive litigation.
(d)
Defendant's right to written interrogatories.
(e)
Limitation on damages.
(f)
Proportionate liability.
78u–5.
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.
78v.
Hearings by Commission.
78w.
Rules, regulations, and orders; annual reports.
(a)
Power to make rules and regulations; considerations; public disclosure.
(b)
Omitted.
(c)
Procedure for adjudication.
(d)
Cease-and-desist procedures.
78x.
Public availability of information.
(a)
"Records" defined.
(b)
Disclosure or personal use.
(c)
Confidential disclosures.
(d)
Records obtained from foreign securities authorities.
(e)
Savings provision.
78y.
Court review of orders and rules.
(a)
Final Commission orders; persons aggrieved; petition; record; findings; affirmance, modification, enforcement, or setting aside of orders; remand to adduce additional evidence.
(b)
Commission rules; persons adversely affected; petition; record; affirmance, enforcement, or setting aside of rules; findings; transfer of proceedings.
(c)
Objections not urged before Commission; stay of orders and rules; transfer of enforcement or review proceedings.
(d)
Other appropriate regulatory agencies.
78z.
Unlawful representations.
78aa.
Jurisdiction of offenses and suits.
78aa–1.
Special provision relating to statute of limitations on private causes of action.
(a)
Effect on pending causes of action.
(b)
Effect on dismissed causes of action.
78bb.
Effect on existing law.
(a)
Addition of rights and remedies; recovery of actual damages; State securities commissions.
(b)
Modification of disciplinary procedures.
(c)
Continuing validity of disciplinary sanctions.
(d)
Physical location of facilities of registered clearing agencies or registered transfer agents not to subject changes in beneficial or record ownership of securities to State or local taxes.
(e)
Exchange, broker, and dealer commissions; brokerage and research services.
(f)
Limitations on remedies.
78cc.
Validity of contracts.
(a)
Waiver provisions.
(b)
Contract provisions in violation of chapter.
(c)
Validity of loans, extensions of credit, and creation of liens; actual knowledge of violation.
78dd.
Foreign securities exchanges.
78dd–1.
Prohibited foreign trade practices by issuers.
(a)
Prohibition.
(b)
Exception for routine governmental action.
(c)
Affirmative defenses.
(d)
Guidelines by Attorney General.
(e)
Opinions of Attorney General.
(f)
Definitions.
(g)
Alternative jurisdiction.
78dd–2.
Prohibited foreign trade practices by domestic concerns.
(a)
Prohibition.
(b)
Exception for routine governmental action.
(c)
Affirmative defenses.
(d)
Injunctive relief.
(e)
Guidelines by Attorney General.
(f)
Opinions of Attorney General.
(g)
Penalties.
(h)
Definitions.
(i)
Alternative jurisdiction.
78dd–3.
Prohibited foreign trade practices by persons other than issuers or domestic concerns.
(a)
Prohibition.
(b)
Exception for routine governmental action.
(c)
Affirmative defenses.
(d)
Injunctive relief.
(e)
Penalties.
(f)
Definitions.
78ee.
Transaction fees.
(a)
Recovery of cost of services.
(b)
Exchange-traded securities.
(c)
Off-exchange trades of exchange registered securities.
(d)
Off-exchange trades of last-sale-reported securities.
(e)
Assessments on security futures transactions.
(f)
Dates for payment of fees.
(g)
Exemptions.
(h)
Publication.
78ff.
Penalties.
(a)
Willful violations; false and misleading statements.
(b)
Failure to file information, documents, or reports.
(c)
Violations by issuers, officers, directors, stockholders, employees, or agents of issuers.
78gg.
Separability.
78hh.
Effective date.
78hh–1.
Effective date of certain sections.
78ii, 78jj.
Omitted or Repealed.
78kk.
Authorization of appropriations.
(a)
In general.
(b)
Miscellaneous expenses.
78ll.
Requirements for the EDGAR system.
78mm.
General exemptive authority.
(a)
Authority.
(b)
Limitation.
Chapter Referred to in Other Sections
This chapter is referred to in sections 77ccc, 77hhh, 77www, 77zzz, 78bbb, 78eee, 79p, 79t, 79u, 80a–2, 80a–8, 80a–9, 80a–12, 80a–17, 80a–29, 80a–34, 80a–37, 80a–49, 80a–56, 80b–2, 80b–3, 80b–4a, 80b–8, 631b, 1691c, 1693o, 6805 of this title; title 2 section 1602; title 7 sections 1a, 2, 6, 6m, 7a, 7a–1, 12a; title 11 section 741; title 12 sections 1831o, 1844, 2279aa–12, 3422, 4402, 4422; title 25 section 646; title 26 sections 162, 277; title 29 sections 432, 1343; title 31 section 5312; title 42 sections 2297h–2, 2297h–7; title 43 sections 1625, 1629b; title 45 section 1342; title 47 section 274.