dreamproit/uscode huggingface dataset:
15 U.S.C. § 77rrr (COMMERCE AND TRADE)
§ 77rrr. Effect of prescribed indenture provisions
(a) Imposed duties to control
If any provision of the indenture to be qualified limits, qualifies, or conflicts with the duties imposed by operation of subsection (c) of this section, the imposed duties shall control.
(b) Additional provisions
The indenture to be qualified may contain, in addition to provisions specifically authorized under this subchapter to be included therein, any other provisions the inclusion of which is not in contravention of any provision of this subchapter.
(c) Provisions governing qualified indentures
The provisions of sections 77jjj to and including 77qqq of this title that impose duties on any person (including provisions automatically deemed included in an indenture unless the indenture provides that such provisions are excluded) are a part of and govern every qualified indenture, whether or not physically contained therein, shall be deemed retroactively to govern each indenture heretofore qualified, and prospectively to govern each indenture hereafter qualified under this subchapter and shall be deemed retroactively to amend and supersede inconsistent provisions in each such indenture heretofore qualified. The foregoing provisions of this subsection shall not be deemed to effect the inclusion (by retroactive amendment or otherwise) in the text of any indenture heretofore qualified of any of the optional provisions contemplated by section 77jjj(b)(1), 77kkk(b), 77nnn(d), 77ooo(a), 77ooo(b), 77ooo(d), 77ooo(e), or 77ppp(a)(1) of this title.
(May 27, 1933, ch. 38, title III, § 318, as added Aug. 3, 1939, ch. 411, 53 Stat. 1173; amended Pub. L. 101–550, title IV, § 417, Nov. 15, 1990, 104 Stat. 2731.)
heading: Editorial Notes
heading: Amendments
text: 1990—Subsec. (a). Pub. L. 101–550, § 417(1), added subsec. (a) and struck out former subsec. (a) which read as follows: “The indenture to be qualified shall provide that if any provision thereof limits, qualifies, or conflicts with another provision which is required to be included in such indenture by any of sections 77jjj to 77qqq of this title, inclusive, such required provision shall control.”
Subsec. (c). Pub. L. 101–550, § 417(2), added subsec. (c).
15 U.S.C. § 77ttt (COMMERCE AND TRADE)
§ 77ttt. Hearings by Commission
Hearings may be public and may be held before the Commission, any member or members thereof, or any officer or officers of the Commission 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.)
heading: Executive Documents
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. § 77vvv (COMMERCE AND TRADE)
§ 77vvv. Judicial review
(a) Review of orders
Orders of the Commission under this subchapter (including orders pursuant to the provisions 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 Securities 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 Securities 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.)
heading: Editorial Notes
heading: References in Text
text: Such Act, referred to in subsec. (a), means the Securities Act of 1933, approved May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, 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.
heading: Amendments
text: 1990—Subsec. (b). Pub. L. 101–550 inserted “or duty” after “any liability”.
heading: Executive Documents
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. § 77xxx (COMMERCE AND TRADE)
§ 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 action 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, indenture or security, or any transaction or transactions therein, or that any such action or failure to act with regard to any statement or report filed with or examined by the Commission pursuant to this subchapter or any rule, regulation, 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.)
heading: Editorial Notes
heading: Amendments
text: 1954—Act Aug. 10, 1954, substituted “offering, selling, or issuing” for “issuing or selling”.
heading: Statutory Notes and Related Subsidiaries
heading: Effective Date of 1954 Amendment
text: Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under section 77b of this title.
heading: Executive Documents
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. § 77yyy (COMMERCE AND TRADE)
§ 77yyy. Penalties
Any person who willfully violates any provision 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 material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, shall upon conviction be fined not more than $10,000 or imprisoned not more than five years, or both.
(May 27, 1933, ch. 38, title III, § 325, as added Aug. 3, 1939, ch. 411, 53 Stat. 1177; amended Pub. L. 94–29, § 27(d), June 4, 1975, 89 Stat. 163.)
heading: Editorial Notes
heading: Amendments
text: 1975—Pub. L. 94–29 substituted “$10,000” for “$5,000”.
heading: Statutory Notes and Related Subsidiaries
heading: Effective Date of 1975 Amendment
text: Amendment by Pub. L. 94–29 effective June 4, 1975, see section 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title.
15 U.S.C. § 77zzz (COMMERCE AND TRADE)
§ 77zzz. Effect on existing law
Except as otherwise expressly provided, nothing in this subchapter shall affect (1) the jurisdiction of the Commission 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.] over any person, security, or contract, or (2) the rights, obligations, duties, or liabilities of any person under such acts; nor shall anything in this subchapter affect the jurisdiction of any other commission, board, agency, or officer of the United States or of any State or political subdivision of any State, over any person or security, insofar as such jurisdiction does not conflict with any provision of this subchapter or any rule, regulation, or order thereunder.
(May 27, 1933, ch. 38, title III, § 326, as added Aug. 3, 1939, ch. 411, 53 Stat. 1177; amended Pub. L. 111–203, title IX, § 986(b)(6), July 21, 2010, 124 Stat. 1936.)
heading: Editorial Notes
heading: References in Text
text: The Securities Act of 1933, referred to in text, 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 text, 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.
heading: Amendments
text: 2010—Pub. L. 111–203 substituted “Securities 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,”.
heading: Statutory Notes and Related Subsidiaries
heading: Effective Date of 2010 Amendment
text: 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.
heading: Executive Documents
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. § 78c–1 (COMMERCE AND TRADE)
§ 78c–1. Swap agreements
(a) [Reserved]
(b) Security-based swap agreements
(1) The definition of “security” in section 78c(a)(10) of this title does not include any security-based swap agreement.
(2) The Commission is prohibited from registering, or requiring, recommending, or suggesting, the registration under this chapter of any security-based swap agreement. If the Commission becomes aware that a registrant has filed a registration application with respect to such a swap agreement, the Commission shall promptly so notify the registrant. Any such registration with respect to such a swap agreement shall be void and of no force or effect.
(3) Except as provided in section 78p(a) of this title with respect to reporting requirements, the Commission is prohibited from—
(A) promulgating, interpreting, or enforcing rules; or
(B) issuing orders of general applicability;
under this chapter in a manner that imposes or specifies reporting or recordkeeping requirements, procedures, or standards as prophylactic measures against fraud, manipulation, or insider trading with respect to any security-based swap agreement.
(4) References in this chapter to the “purchase” or “sale” of a security-based swap agreement shall be deemed to mean the execution, termination (prior to its scheduled maturity date), assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap agreement, as the context may require.
(June 6, 1934, ch. 404, title I, § 3A, as added Pub. L. 106–554, § 1(a)(5) [title III, § 303(a)], Dec. 21, 2000, 114 Stat. 2763, 2763A–452; amended Pub. L. 111–203, title VII, § 762(d)(1), July 21, 2010, 124 Stat. 1760.)
heading: Editorial Notes
heading: References in Text
text: This chapter, referred to in subsec. (b)(2) to (4), was in the original “this title”. See References in Text note set out under section 78a of this title.
heading: Amendments
text: 2010—Subsec. (a). Pub. L. 111–203, § 762(d)(1)(A), struck out subsec. (a) and reserved that subsec. Prior to amendment, text read as follows: “The definition of ‘security’ in section 78c(a)(10) of this title does not include any non-security-based swap agreement (as defined in section 206C of the Gramm-Leach-Bliley Act).”
Subsec. (b). Pub. L. 111–203, § 762(d)(1)(B), struck out “(as defined in section 206B of the Gramm-Leach-Bliley Act)” after “security-based swap agreement” wherever appearing.
heading: Statutory Notes and Related Subsidiaries
heading: Effective Date of 2010 Amendment
text: Amendment by Pub. L. 111–203 effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see section 774 of Pub. L. 111–203, set out as a note under section 77b of this title.
15 U.S.C. § 78c–2 (COMMERCE AND TRADE)
§ 78c–2. Securities-related derivatives
(a) Any agreement, contract, or transaction (or class thereof) that is exempted by the Commodity Futures Trading Commission pursuant to section 6(c)(1) of title 7 with the condition that the Commission exercise concurrent jurisdiction over such agreement, contract, or transaction (or class thereof) shall be deemed a security for purposes of the securities laws.
(b) With respect to any agreement, contract, or transaction (or class thereof) that is exempted by the Commodity Futures Trading Commission pursuant to section 6(c)(1) of title 7 with the condition that the Commission exercise concurrent jurisdiction over such agreement, contract, or transaction (or class thereof), references in the securities laws to the “purchase” or “sale” of a security shall be deemed to include the execution, termination (prior to its scheduled maturity date), assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under such agreement, contract, or transaction, as the context may require.
(June 6, 1934, ch. 404, title I, § 3B, as added Pub. L. 111–203, title VII, § 717(b), July 21, 2010, 124 Stat. 1651.)
heading: Statutory Notes and Related Subsidiaries
heading: Effective Date
text: Section effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle A (§§ 711–754) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle A, see section 754 of Pub. L. 111–203, set out as an Effective Date of 2010 Amendment note under section 1a of Title 7, Agriculture.
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: Editorial Notes
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: Editorial Notes
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–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: Statutory Notes and Related Subsidiaries
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: Editorial Notes
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: Statutory Notes and Related Subsidiaries
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.