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15 U.S.C. § 78d–1 (COMMERCE AND TRADE)
§ 78d–1. Delegation of functions by Commission
(a) Authorization; functions delegable; eligible persons; application of other laws
In addition to its existing authority, the Securities and Exchange Commission shall have the authority to delegate, by published order or rule, any of its functions to a division of the Commission, an individual Commissioner, an administrative law judge, or an employee or employee board, including functions with respect to hearing, determining, ordering, certifying, reporting, or otherwise acting as to any work, business, or matter. Nothing in this section shall be deemed to supersede the provisions of section 556(b) of title 5, or to authorize the delegation of the function of rulemaking as defined in subchapter II of chapter 5 of title 5, with reference to general rules as distinguished from rules of particular applicability, or of the making of any rule pursuant to section 78s(c) of this title.
(b) Right of review; procedure
With respect to the delegation of any of its functions, as provided in subsection (a) of this section, the Commission shall retain a discretionary right to review the action of any such division of the Commission, individual Commissioner, administrative law judge, employee, or employee board, upon its own initiative or upon petition of a party to or intervenor in such action, within such time and in such manner as the Commission by rule shall prescribe. The vote of one member of the Commission shall be sufficient to bring any such action before the Commission for review. A person or party shall be entitled to review by the Commission if he or it is adversely affected by action at a delegated level which (1) denies any request for action pursuant to section 77h(a) or section 77h(c) of this title or the first sentence of section 78l(d) of this title; (2) suspends trading in a security pursuant to section 78l(k) of this title; or (3) is pursuant to any provision of this chapter in a case of adjudication, as defined in section 551 of title 5, not required by this chapter to be determined on the record after notice and opportunity for hearing (except to the extent there is involved a matter described in section 554(a)(1) through (6) of such title 5).
(c) Finality of delegated action
If the right to exercise such review is declined, or if no such review is sought within the time stated in the rules promulgated by the Commission, then the action of any such division of the Commission, individual Commissioner, administrative law judge, employee, or employee board, shall, for all purposes, including appeal or review thereof, be deemed the action of the Commission.
(June 6, 1934, ch. 404, title I, § 4A, as added Pub. L. 100–181, title III, § 308(a), Dec. 4, 1987, 101 Stat. 1254.)
heading: Prior Provisions
text: A prior section 78d–1, Pub. L. 87–592, § 1, Aug. 20, 1962, 76 Stat. 394; Pub. L. 94–29, § 25, June 4, 1975, 89 Stat. 163; Pub. L. 95–251, § 2(a)(4), Mar. 27, 1978, 92 Stat. 183, provided for subject matter similar to the provisions comprising this section, prior to repeal by section 308(b) of Pub. L. 100–181.
15 U.S.C. § 78d–2 (COMMERCE AND TRADE)
§ 78d–2. Transfer of functions with respect to assignment of personnel to chairman
In addition to the functions transferred by the provisions of Reorganization Plan Numbered 10 of 1950 (64 Stat. 1265), there are hereby transferred from the Commission to the Chairman of the Commission the functions of the Commission with respect to the assignment of Commission personnel, including Commissioners, to perform such functions as may have been delegated by the Commission to the Commission personnel, including Commissioners, pursuant to section 78d–1 of this title.
(June 6, 1934, ch. 404, title I, § 4B, as added Pub. L. 100–181, title III, § 308(a), Dec. 4, 1987, 101 Stat. 1255.)
heading: References in Text
text: Reorganization Plan Numbered 10 of 1950 (64 Stat. 1265), referred to in text, is set out as a note under section 78d of this title.
heading: Prior Provisions
text: A prior section 78d–2, Pub. L. 87–592, § 2, Aug. 20, 1962, 76 Stat. 395, provided for subject matter similar to the provisions comprising this section, prior to repeal by section 308(b) of Pub. L. 100–181.
15 U.S.C. § 78d–3 (COMMERCE AND TRADE)
§ 78d–3. Appearance and practice before the Commission
(a) Authority to censure
The Commission may censure any person, or deny, temporarily or permanently, to any person the privilege of appearing or practicing before the Commission in any way, if that person is found by the Commission, after notice and opportunity for hearing in the matter—
(1) not to possess the requisite qualifications to represent others;
(2) to be lacking in character or integrity, or to have engaged in unethical or improper professional conduct; or
(3) to have willfully violated, or willfully aided and abetted the violation of, any provision of the securities laws or the rules and regulations issued thereunder.
(b) Definition
With respect to any registered public accounting firm or associated person, for purposes of this section, the term “improper professional conduct” means—
(1) intentional or knowing conduct, including reckless conduct, that results in a violation of applicable professional standards; and
(2) negligent conduct in the form of—
(A) a single instance of highly unreasonable conduct that results in a violation of applicable professional standards in circumstances in which the registered public accounting firm or associated person knows, or should know, that heightened scrutiny is warranted; or
(B) repeated instances of unreasonable conduct, each resulting in a violation of applicable professional standards, that indicate a lack of competence to practice before the Commission.
(June 6, 1934, ch. 404, title I, § 4C, as added Pub. L. 107–204, title VI, § 602, July 30, 2002, 116 Stat. 794.)
15 U.S.C. § 78d–4 (COMMERCE AND TRADE)
§ 78d–4. Additional duties of Inspector General
(a) Suggestion submissions by Commission employees
(1) Hotline established
The Inspector General of the Commission shall establish and maintain a telephone hotline or other electronic means for the receipt of—
(A) suggestions by employees of the Commission for improvements in the work efficiency, effectiveness, and productivity, and the use of the resources, of the Commission; and
(B) allegations by employees of the Commission of waste, abuse, misconduct, or mismanagement within the Commission.
(2) Confidentiality
The Inspector General shall maintain as confidential—
(A) the identity of any individual who provides information by the means established under paragraph (1), unless the individual requests otherwise, in writing; and
(B) at the request of any such individual, any specific information provided by the individual.
(b) Consideration of reports
The Inspector General shall consider any suggestions or allegations received by the means established under subsection (a)(1), and shall recommend appropriate action in relation to such suggestions or allegations.
(c) Recognition
The Inspector General may recognize any employee who makes a suggestion under subsection (a)(1) (or by other means) that would or does—
(1) increase the work efficiency, effectiveness, or productivity of the Commission; or
(2) reduce waste, abuse, misconduct, or mismanagement within the Commission.
(d) Report
The Inspector General of the Commission shall submit to Congress an annual report containing a description of—
(1) the nature, number, and potential benefits of any suggestions received under subsection (a);
(2) the nature, number, and seriousness of any allegations received under subsection (a);
(3) any recommendations made or actions taken by the Inspector General in response to substantiated allegations received under subsection (a); and
(4) any action the Commission has taken in response to suggestions or allegations received under subsection (a).
(e) Funding
The activities of the Inspector General under this subsection shall be funded by the Securities and Exchange Commission Investor Protection Fund established under section 78u–6 of this title.
(June 6, 1934, ch. 404, title I, § 4D, as added Pub. L. 111–203, title IX, § 966, July 21, 2010, 124 Stat. 1912.)
heading: Effective Date
text: Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 78d–8 (COMMERCE AND TRADE)
§ 78d–8. Annual financial controls audit
(a) Reports of Commission
(1) Annual reports required
Not later than 6 months after the end of each fiscal year, the Commission shall publish and submit to Congress a report that—
(A) describes the responsibility of the management of the Commission for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and
(B) contains an assessment of the effectiveness of the internal control structure and procedures for financial reporting of the Commission during that fiscal year.
(2) Attestation
The reports required under paragraph (1) shall be attested to by the Chairman and chief financial officer of the Commission.
(b) Report by Comptroller General
(1) Report required
Not later than 6 months after the end of the first fiscal year after July 21, 2010, the Comptroller General of the United States shall submit a report to Congress that assesses—
(A) the effectiveness of the internal control structure and procedures of the Commission for financial reporting; and
(B) the assessment of the Commission under subsection (a)(1)(B).
(2) Attestation
The Comptroller General shall attest to, and report on, the assessment made by the Commission under subsection (a).
(c) Reimbursements for cost of reports
(1) Reimbursements required
The Commission shall reimburse the Government Accountability Office for the full cost of making the reports under subsection (b), as billed therefor by the Comptroller General.
(2) Crediting and use of reimbursements
Such reimbursements shall—
(A) be credited to the appropriation account “Salaries and Expenses, Government Accountability Office” current when the payment is received; and
(B) remain available until expended.
(Pub. L. 111–203, title IX, § 963, July 21, 2010, 124 Stat. 1910.)
heading: Codification
text: Section was enacted as part of the Investor Protection and Securities Reform Act of 2010 and also as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and not as part of the Securities Exchange Act of 1934 which comprises this chapter.
heading: Effective Date
text: Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking.
heading: Definition
text: For definition of “Commission” as used in this section, see section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 78e (COMMERCE AND TRADE)
§ 78e. Transactions on unregistered exchanges
It shall be unlawful for any broker, dealer, or exchange, directly or indirectly, to make use of the mails or any means or instrumentality of interstate commerce for the purpose of using any facility of an exchange within or subject to the jurisdiction of the United States to effect any transaction in a security, or to report any such transaction, unless such exchange (1) is registered as national securities exchange under section 78f of this title, or (2) is exempted from such registration upon application by the exchange because, in the opinion of the Commission, by reason of the limited volume of transactions effected on such exchange, it is not practicable and not necessary or appropriate in the public interest or for the protection of investors to require such registration.
(June 6, 1934, ch. 404, title I, § 5, 48 Stat. 885.)
heading: Transfer of Functions
text: 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.
15 U.S.C. § 78j–4 (COMMERCE AND TRADE)
§ 78j–4. Recovery of erroneously awarded compensation policy
(a) Listing standards
The Commission shall, by rule, direct the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that does not comply with the requirements of this section.
(b) Recovery of funds
The rules of the Commission under subsection (a) shall require each issuer to develop and implement a policy providing—
(1) for disclosure of the policy of the issuer on incentive-based compensation that is based on financial information required to be reported under the securities laws; and
(2) that, in the event that the issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting requirement under the securities laws, the issuer will recover from any current or former executive officer of the issuer who received incentive-based compensation (including stock options awarded as compensation) during the 3-year period preceding the date on which the issuer is required to prepare an accounting restatement, based on the erroneous data, in 1 excess of what would have been paid to the executive officer under the accounting restatement.
(June 6, 1934, ch. 404, title I, § 10D, as added Pub. L. 111–203, title IX, § 954, July 21, 2010, 124 Stat. 1904.)
heading: Effective Date
text: Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 78l–1 (COMMERCE AND TRADE)
§ 78l–1. Applications for unlisted trading privileges deemed filed under section 78l of this title
Any application to continue unlisted trading privileges for any security heretofore filed by any exchange and approved by the Commission pursuant to clause (1) of subsection (f) of section 78l of this title and rules and regulations thereunder shall be deemed to have been filed and approved pursuant to clause (1) of said subsection (f).
(May 27, 1936, ch. 462, § 2, 49 Stat. 1377.)
heading: Codification
text: Section was not enacted as a part of the Securities Exchange Act of 1934 which comprises this chapter.
15 U.S.C. § 78n–2 (COMMERCE AND TRADE)
§ 78n–2. Corporate governance
Not later than 180 days after July 21, 2010, the Commission shall issue rules that require an issuer to disclose in the annual proxy sent to investors the reasons why the issuer has chosen—
(1) the same person to serve as chairman of the board of directors and chief executive officer (or in equivalent positions); or
(2) different individuals to serve as chairman of the board of directors and chief executive officer (or in equivalent positions of the issuer).
(June 6, 1934, ch. 404, title I, § 14B, as added Pub. L. 111–203, title IX, § 972, July 21, 2010, 124 Stat. 1915.)
heading: Codification
text: July 21, 2010, referred to in text, was in the original “the date of enactment of this subsection”, and was translated as meaning the date of enactment of Pub. L. 111–203, which enacted this section, to reflect the probable intent of Congress.
heading: Effective Date
text: Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 78o–1 (COMMERCE AND TRADE)
§ 78o–1. Brokers deemed to be registered
All brokers and dealers for whom registration was in effect on May 27, 1936, in accordance with rules and regulations of the Commission prescribed pursuant to section 78o of this title shall be deemed to be registered pursuant to said section.
(May 27, 1936, ch. 462, § 10, 49 Stat. 1380.)
heading: Codification
text: Section was not enacted as a part of the Securities Exchange Act of 1934 which comprises this chapter.
heading: Transfer of Functions
text: 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.
15 U.S.C. § 78o–2 (COMMERCE AND TRADE)
§ 78o–2. Liabilities arising prior to amendment unaffected
Nothing in this Act shall be deemed to extinguish any liability which may have arisen prior to the effective date of this Act by reason of any violation of section 78o of this title or of any rule or regulation thereunder.
(May 27, 1936, ch. 462, § 11, 49 Stat. 1380.)
heading: References in Text
text: This Act, referred to in text, is act May 27, 1936, ch. 462, 49 Stat. 1375, popularly known as the Unlisted Securities Trading Act, which enacted sections 78l–1, 78o–1, 78o–2, and 78hh–1 of this title, and amended sections 78l, 78o, 78q, 78r, 78t, 78u, 78w, and 78ff of this title.
Effective date of this Act, referred to in text, is July 1, 1934. See section 78hh–1 of this title.
heading: Codification
text: Section was not enacted as a part of the Securities Exchange Act of 1934 which comprises this chapter.
15 U.S.C. § 78o–4a (COMMERCE AND TRADE)
§ 78o–4a. Commission Office of Municipal Securities
(a) In general
There shall be in the Commission an Office of Municipal Securities, which shall—
(1) administer the rules of the Commission with respect to the practices of municipal securities brokers and dealers, municipal securities advisors, municipal securities investors, and municipal securities issuers; and
(2) coordinate with the Municipal Securities Rulemaking Board for rulemaking and enforcement actions as required by law.
(b) Director of the Office
The head of the Office of Municipal Securities shall be the Director, who shall report to the Chairman.
(c) Staffing
(1) In general
The Office of Municipal Securities shall be staffed sufficiently to carry out the requirements of this section.
(2) Requirement
The staff of the Office of Municipal Securities shall include individuals with knowledge of and expertise in municipal finance.
(Pub. L. 111–203, title IX, § 979, July 21, 2010, 124 Stat. 1926.)
heading: Codification
text: Section was enacted as part of the Investor Protection and Securities Reform Act of 2010 and also as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and not as part of the Securities Exchange Act of 1934 which comprises this chapter.
heading: Effective Date
text: Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking.
heading: Definitions
text: For definitions of terms used in this section, see section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 78o–8 (COMMERCE AND TRADE)
§ 78o–8. Universal ratings symbols
(a) Rulemaking
The Commission shall require, by rule, each nationally recognized statistical rating organization to establish, maintain, and enforce written policies and procedures that—
(1) assess the probability that an issuer of a security or money market instrument will default, fail to make timely payments, or otherwise not make payments to investors in accordance with the terms of the security or money market instrument;
(2) clearly define and disclose the meaning of any symbol used by the nationally recognized statistical rating organization to denote a credit rating; and
(3) apply any symbol described in paragraph (2) in a manner that is consistent for all types of securities and money market instruments for which the symbol is used.
(b) Rule of construction
Nothing in this section shall prohibit a nationally recognized statistical rating organization from using distinct sets of symbols to denote credit ratings for different types of securities or money market instruments.
(Pub. L. 111–203, title IX, § 938, July 21, 2010, 124 Stat. 1885.)
heading: Codification
text: Section was enacted as part of the Investor Protection and Securities Reform Act of 2010 and also as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and not as part of the Securities Exchange Act of 1934 which comprises this chapter.
heading: Effective Date
text: Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking.
heading: Definitions
text: For definitions of terms used in this section, see section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 78r (COMMERCE AND TRADE)
§ 78r. Liability for misleading statements
(a) Persons liable; persons entitled to recover; defense of good faith; suit at law or in equity; costs, etc.
Any person who shall make or cause to be made any statement in any application, report, or document filed pursuant to this chapter or any rule or regulation thereunder or any undertaking contained in a registration statement as provided in subsection (d) of section 78o of this title, 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, shall be liable to any person (not knowing that such statement was false or misleading) who, in reliance upon such statement, shall have purchased or sold a security at a price which was affected by such statement, 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. A person seeking to enforce such liability may sue at law or in equity in any court of competent jurisdiction. In any such suit the court may, in its discretion, require an undertaking for the payment of the costs of such suit, and assess reasonable costs, including reasonable attorneys’ fees, against either party litigant.
(b) Contribution
Every person who becomes liable to make payment under this section may recover contribution as in cases of contract from any person who, if joined in the original suit, would have been liable to make the same payment.
(c) Period of limitations
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 accrued.
(June 6, 1934, ch. 404, title I, § 18, 48 Stat. 897; May 27, 1936, ch. 462, § 5, 49 Stat. 1379.)
heading: References in Text
text: This chapter, referred to in subsec. (a), was in the original “this title”. See References in Text note set out under section 78a of this title.
heading: Amendments
text: 1936—Subsec. (a). Act May 27, 1936, inserted “or any undertaking contained in a registration statement as provided in subsection (d) of section 78o of this title”.