dreamproit/uscode huggingface dataset:
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: 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. § 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: 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. § 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: Editorial Notes
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: Editorial Notes
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: 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. § 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: Editorial Notes
heading: Codification
text: Section was not enacted as a part of the Securities Exchange Act of 1934 which comprises this chapter.
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. § 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: Editorial Notes
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: 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: 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: 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: 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: Editorial Notes
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”.
15 U.S.C. § 78u–7 (COMMERCE AND TRADE)
§ 78u–7. Implementation and transition provisions for whistleblower protection
(a) Implementing rules
The Commission shall issue final regulations implementing the provisions of section 78u–6 of this title, as added by this subtitle, not later than 270 days after July 21, 2010.
(b) Original information
Information provided to the Commission in writing by a whistleblower shall not lose the status of original information (as defined in section 78u–6(a)(3) of this title, as added by this subtitle) solely because the whistleblower provided the information prior to the effective date of the regulations, if the information is provided by the whistleblower after July 21, 2010.
(c) Awards
A whistleblower may receive an award pursuant to section 78u–6 of this title, as added by this subtitle, regardless of whether any violation of a provision of the securities laws, or a rule or regulation thereunder, underlying the judicial or administrative action upon which the award is based, occurred prior to July 21, 2010.
(d) Administration and enforcement
The Securities and Exchange Commission shall establish a separate office within the Commission to administer and enforce the provisions of section 78u–6 of this title (as add 1 by section 922(a)).2 Such office shall report annually to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives on its activities, whistleblower complaints, and the response of the Commission to such complaints.
(Pub. L. 111–203, title IX, § 924, July 21, 2010, 124 Stat. 1850.)
heading: Editorial Notes
heading: References in Text
text: This subtitle, referred to in subsecs. (a) to (c), means subtitle B (§§ 921–929Z) of title IX of Pub. L. 111–203.
Section 922(a), referred to in subsec. (d), means section 922(a) of Pub. L. 111–203.
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: Definitions
text: For definitions of “Commission” and “securities laws” as used in this section, see section 5301 of Title 12, Banks and Banking.
15 U.S.C. § 78v (COMMERCE AND TRADE)
§ 78v. 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.
(June 6, 1934, ch. 404, title I, § 22, 48 Stat. 901.)
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. § 78z (COMMERCE AND TRADE)
§ 78z. Unlawful representations
No action or failure to act by the Commission or the Board of Governors of the Federal Reserve System, in the administration of this chapter shall be construed to mean that the particular authority has in any way passed upon the merits of, or given approval to, any security or any transaction or transactions therein, nor shall such action or failure to act with regard to any statement or report filed with or examined by such authority pursuant to this chapter or rules and regulations thereunder, be deemed a finding by such authority that such statement or report is true and accurate on its face or that it is not false or misleading. It shall be unlawful to make, or cause to be made, to any prospective purchaser or seller of a security any representation that any such action or failure to act by any such authority is to be so construed or has such effect.
(June 6, 1934, ch. 404, title I, § 26, 48 Stat. 902; Pub. L. 105–353, title III, § 301(b)(5), Nov. 3, 1998, 112 Stat. 3236.)
heading: Editorial Notes
heading: References in Text
text: This chapter, referred to in text, was in the original “this title”. See References in Text note set out under section 78a of this title.
heading: Amendments
text: 1998—Pub. L. 105–353 substituted “Board of Governors of the Federal Reserve System” for “Federal Reserve Board”.
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. § 78aa–1 (COMMERCE AND TRADE)
§ 78aa–1. Special provision relating to statute of limitations on private causes of action
(a) Effect on pending causes of action
The limitation period for any private civil action implied under section 78j(b) of this title that was commenced on or before June 19, 1991, shall be the limitation period provided by the laws applicable in the jurisdiction, including principles of retroactivity, as such laws existed on June 19, 1991.
(b) Effect on dismissed causes of action
Any private civil action implied under section 78j(b) of this title that was commenced on or before June 19, 1991—
(1) which was dismissed as time barred subsequent to June 19, 1991, and
(2) which would have been timely filed under the limitation period provided by the laws applicable in the jurisdiction, including principles of retroactivity, as such laws existed on June 19, 1991,
shall be reinstated on motion by the plaintiff not later than 60 days after December 19, 1991.
(June 6, 1934, ch. 404, title I, § 27A, as added Pub. L. 102–242, title IV, § 476, Dec. 19, 1991, 105 Stat. 2387.)
heading: Editorial Notes
heading: Constitutionality
text: For information regarding constitutionality of certain provisions of this section, see Congressional Research Service, The Constitution of the United States of America: Analysis and Interpretation, Table of Laws Held Unconstitutional in Whole or in Part by the Supreme Court.
15 U.S.C. § 78gg (COMMERCE AND TRADE)
§ 78gg. Separability
If any provision of this chapter, or the application of such provision to any person or circumstances, shall be held invalid, the remainder of the chapter and the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
(June 6, 1934, ch. 404, title I, § 33, 48 Stat. 905.)
heading: Editorial Notes
heading: References in Text
text: This chapter, referred to in text, was in the original “this Act”. See References in Text note set out under section 78a of this title.
15 U.S.C. § 78hh (COMMERCE AND TRADE)
§ 78hh. Effective date
This chapter shall become effective on July 1, 1934, except that sections 78f and 78l(b to e) of this title shall become effective on September 1, 1934; and sections 78e, 78g, 78h, 78i(a)(6), 78j, 78k, 78l(a), 78m, 78n, 78o, 78p, 78q, 78r, 78s, and 78dd of this title shall become effective on October 1, 1934.
(June 6, 1934, ch. 404, title I, § 34, 48 Stat. 905.)
heading: Editorial Notes
heading: References in Text
text: This chapter, referred to in text, was in the original “This Act”. See References in Text note set out under section 78a of this title.
15 U.S.C. § 78hh–1 (COMMERCE AND TRADE)
§ 78hh–1. Effective date of certain sections
This Act shall become effective on May 27, 1936; except that clause (2) of subsection (f) of section 78l of this title, and subsections (a) and (d) of section 78o of this title, shall become effective ninety days after May 27, 1936, and that clause (3) of subsection (f) of section 78l of this title shall become effective six months after May 27, 1936.
(May 27, 1936, ch. 462, § 12, 49 Stat. 1380.)
heading: Editorial Notes
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.
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. § 78ii (COMMERCE AND TRADE)
§ 78ii. Omitted
heading: Editorial Notes
heading: Codification
text: Section, act June 6, 1934, ch. 404, title II, § 210, 48 Stat. 908, transferred the powers, duties and functions of the Federal Trade Commission under subchapter I of chapter 2A of this title to the Securities and Exchange Commission. Pending proceedings before the Federal Trade Commission were continued before the Securities and Exchange Commission.
15 U.S.C. § 78nn (COMMERCE AND TRADE)
§ 78nn. Tennessee Valley Authority
(a) In general
Commencing with the issuance by the Tennessee Valley Authority of an annual report on Commission Form 10–K (or any successor thereto) for fiscal year 2006 and thereafter, the Tennessee Valley Authority shall file with the Commission, in accordance with such rules and regulations as the Commission has prescribed or may prescribe, such periodic, current, and supplementary information, documents, and reports as would be required pursuant to section 78m of this title if the Tennessee Valley Authority were an issuer of a security registered pursuant to section 78l of this title. Notwithstanding the preceding sentence, the Tennessee Valley Authority shall not be required to register any securities under this chapter, and shall not be deemed to have registered any securities under this chapter.
(b) Limited treatment as issuer
Commencing with the issuance by the Tennessee Valley Authority of an annual report on Commission Form 10–K (or any successor thereto) for fiscal year 2006 and thereafter, the Tennessee Valley Authority shall be deemed to be an issuer for purposes of section 78j–1 of this title, other than for subsection (m)(1) or (m)(3) of section 78j–1 of this title. The Tennessee Valley Authority shall not be required by this subsection to comply with the rules issued by any national securities exchange or national securities association in response to rules issued by the Commission pursuant to section 78j–1(m)(1) of this title.
(c) No effect on TVA authority
Nothing in this section shall be construed to diminish, impair, or otherwise affect the authority of the Board of Directors of the Tennessee Valley Authority to carry out its statutory functions under the Tennessee Valley Authority Act of 1933 [16 U.S.C. 831 et seq.].
(June 6, 1934, ch. 404, title I, § 37, as added Pub. L. 108–447, div. H, title V, § 520(2), Dec. 8, 2004, 118 Stat. 3267.)
heading: Editorial Notes
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 and Codification note below.
The Tennessee Valley Authority Act of 1933, referred to in subsec. (c), is act May 18, 1933, ch. 32, 48 Stat. 58, as amended, which is classified generally to chapter 12A (§ 831 et seq.) of Title 16, Conservation. For complete classification of this Act to the Code, see section 831 of Title 16 and Tables.
heading: Codification
text: Pub. L. 108–447, which directed amendment of the Securities Exchange Act of 1934 by adding this section at the end, is reflected in the source credit above as adding this section to title I of the Securities Exchange Act of 1934, to reflect the probable intent of Congress.