dreamproit/uscode huggingface dataset:
15 U.S.C. § 77a (COMMERCE AND TRADE)
§ 77a. Short title
This subchapter may be cited as the “Securities Act of 1933”.
(May 27, 1933, ch. 38, title I, § 1, 48 Stat. 74.)
heading: Statutory Notes and Related Subsidiaries
heading: Short Title of 2012 Amendment
text: Pub. L. 112–142, § 1, July 9, 2012, 126 Stat. 989, provided that: “This Act [amending section 77c of this title] may be cited as the ‘Church Plan Investment Clarification Act’.”
Pub. L. 112–106, title III, § 301, Apr. 5, 2012, 126 Stat. 315, provided that: “This title [enacting section 77d–1 of this title, amending sections 77d, 77r, 78c, 78l, and 78o of this title, and enacting provisions set out as notes under sections 77d, 77r, 78c, and 78l of this title] may be cited as the ‘Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012’ or the ‘CROWDFUND Act’.”
heading: Short Title of 1980 Amendment
text: Pub. L. 96–477, title VI, § 601, Oct. 21, 1980, 94 Stat. 2294, provided that: “This title [amending sections 77b and 77d of this title] may be cited as the ‘Small Business Issuers’ Simplification Act of 1980’.”
15 U.S.C. § 77b–1 (COMMERCE AND TRADE)
§ 77b–1. Swap agreements
(a) [Reserved]
(b) Security-based swap agreements
(1) The definition of “security” in section 77b(a)(1) of this title does not include any security-based swap agreement (as defined in section 78c(a)(78) of this title).
(2) The Commission is prohibited from registering, or requiring, recommending, or suggesting, the registration under this subchapter of any security-based swap agreement (as defined in section 78c(a)(78) of this title). If the Commission becomes aware that a registrant has filed a registration statement with respect to such a swap agreement, the Commission shall promptly so notify the registrant. Any such registration statement with respect to such a swap agreement shall be void and of no force or effect.
(3) The Commission is prohibited from—
(A) promulgating, interpreting, or enforcing rules; or
(B) issuing orders of general applicability;
under this subchapter 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 (as defined in section 78c(a)(78) of this title).
(4) References in this subchapter 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 defined in section 78c(a)(78) of this title), as the context may require.
(May 27, 1933, ch. 38, title I, § 2A, as added Pub. L. 106–554, § 1(a)(5) [title III, § 302(a)], Dec. 21, 2000, 114 Stat. 2763, 2763A–451; amended Pub. L. 111–203, title VII, § 762(c)(1), July 21, 2010, 124 Stat. 1759.)
heading: Editorial Notes
heading: Amendments
text: 2010—Subsec. (a). Pub. L. 111–203, § 762(c)(1)(A), struck out subsec. (a) and reserved subsec. (a) designation. Text read as follows: “The definition of ‘security’ in section 77b(a)(1) 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(c)(1)(B), substituted “(as defined in section 78c(a)(78) of this title)” for “(as defined in section 206B of the Gramm-Leach-Bliley Act)” 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. § 77m (COMMERCE AND TRADE)
§ 77m. Limitation of actions
No action shall be maintained to enforce any liability created under section 77k or 77l(a)(2) of this title unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence, or, if the action is to enforce a liability created under section 77l(a)(1) of this title, unless brought within one year after the violation upon which it is based. In no event shall any such action be brought to enforce a liability created under section 77k or 77l(a)(1) of this title more than three years after the security was bona fide offered to the public, or under section 77l(a)(2) of this title more than three years after the sale.
(May 27, 1933, ch. 38, title I, § 13, 48 Stat. 84; June 6, 1934, ch. 404, title II, § 207, 48 Stat. 908; Pub. L. 105–353, title III, § 301(a)(3), Nov. 3, 1998, 112 Stat. 3235.)
heading: Editorial Notes
heading: Amendments
text: 1998—Pub. L. 105–353 substituted “77l(a)(2)” for “77l(2)” in two places and “77l(a)(1)” for “77l(1)” in two places.
1934—Act June 6, 1934, substituted “one year” for “two years”, “three years” for “ten years”, and inserted “or under section 77l(2) of this title more than three years after the sale”.
15 U.S.C. § 77n (COMMERCE AND TRADE)
§ 77n. Contrary stipulations void
Any condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of this subchapter or of the rules and regulations of the Commission shall be void.
(May 27, 1933, ch. 38, title I, § 14, 48 Stat. 84.)
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. § 77o (COMMERCE AND TRADE)
§ 77o. Liability of controlling persons
(a) Controlling persons
Every person who, by or through stock ownership, agency, or otherwise, or who, pursuant to or in connection with an agreement or understanding with one or more other persons by or through stock ownership, agency, or otherwise, controls any person liable under sections 77k or 77l of this title, shall also be liable jointly and severally with and to the same extent as such controlled person to any person to whom such controlled person is liable, unless the controlling person had no knowledge of or reasonable ground to believe in the existence of the facts by reason of which the liability of the controlled person is alleged to exist.
(b) Prosecution of persons who aid and abet violations
For purposes of any action brought by the Commission under subparagraph (b) or (d) of section 77t of this title, any person that knowingly or recklessly provides substantial assistance to another person in violation of a provision of this subchapter, or of any rule or regulation issued under this subchapter, shall be deemed to be in violation of such provision to the same extent as the person to whom such assistance is provided.
(May 27, 1933, ch. 38, title I, § 15, 48 Stat. 84; June 6, 1934, ch. 404, title II, § 208, 48 Stat. 908; Pub. L. 111–203, title IX, § 929M(a), July 21, 2010, 124 Stat. 1861.)
heading: Editorial Notes
heading: Amendments
text: 2010—Pub. L. 111–203 designated existing provisions as subsec. (a), inserted heading, and added subsec. (b).
1934—Act June 6, 1934, exempted from liability controlling persons having no knowledge or reasonable grounds for belief.
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.
15 U.S.C. § 77u (COMMERCE AND TRADE)
§ 77u. Hearings by Commission
All hearings shall be public and may be held before the Commission or an officer or officers of the Commission designated by it, and appropriate records thereof shall be kept.
(May 27, 1933, ch. 38, title I, § 21, 48 Stat. 86.)
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. § 77w (COMMERCE AND TRADE)
§ 77w. Unlawful representations
Neither the fact that the registration statement for a security has been filed or is in effect nor the fact that a stop order is not in effect with respect thereto shall be deemed a finding by the Commission that the registration statement is true and accurate on its face or that it does not contain an untrue statement of fact or omit to state a material fact, or be held to mean that the Commission has in any way passed upon the merits of, or given approval to, such security. It shall be unlawful to make, or cause to be made to any prospective purchaser any representation contrary to the foregoing provisions of this section.
(May 27, 1933, ch. 38, title I, § 23, 48 Stat. 87.)
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. § 77x (COMMERCE AND TRADE)
§ 77x. Penalties
Any person who willfully violates any of the provisions of this subchapter, or the rules and regulations promulgated by the Commission under authority thereof, or any person who willfully, in a registration statement filed under this subchapter, 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 I, § 24, 48 Stat. 87; Pub. L. 94–29, § 27(a), 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.
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. § 77z–2a (COMMERCE AND TRADE)
§ 77z–2a. Conflicts of interest relating to certain securitizations
(a) In general
An underwriter, placement agent, initial purchaser, or sponsor, or any affiliate or subsidiary of any such entity, of an asset-backed security (as such term is defined in section 78c of this title, which for the purposes of this section shall include a synthetic asset-backed security), shall not, at any time for a period ending on the date that is one year after the date of the first closing of the sale of the asset-backed security, engage in any transaction that would involve or result in any material conflict of interest with respect to any investor in a transaction arising out of such activity.
(b) Rulemaking
Not later than 270 days after July 21, 2010, the Commission shall issue rules for the purpose of implementing subsection (a).
(c) Exception
The prohibitions of subsection (a) shall not apply to—
(1) risk-mitigating hedging activities in connection with positions or holdings arising out of the underwriting, placement, initial purchase, or sponsorship of an asset-backed security, provided that such activities are designed to reduce the specific risks to the underwriter, placement agent, initial purchaser, or sponsor associated with positions or holdings arising out of such underwriting, placement, initial purchase, or sponsorship; or
(2) purchases or sales of asset-backed securities made pursuant to and consistent with—
(A) commitments of the underwriter, placement agent, initial purchaser, or sponsor, or any affiliate or subsidiary of any such entity, to provide liquidity for the asset-backed security, or
(B) bona fide market-making in the asset backed security.
(d) Rule of construction
This subsection 1 shall not otherwise limit the application of section 78o–11 of this title.
(May 27, 1933, ch. 38, title I, § 27B, as added Pub. L. 111–203, title VI, § 621(a), July 21, 2010, 124 Stat. 1631.)
heading: Statutory Notes and Related Subsidiaries
heading: Effective Date
text: Pub. L. 111–203, title VI, § 621(b), July 21, 2010, 124 Stat. 1632, provided that: “Section 27B of the Securities Act of 1933 [15 U.S.C. 77z–2a], as added by this section, shall take effect on the effective date of final rules issued by the [Securities and Exchange] Commission under subsection (b) of such section 27B, except that subsections (b) and (d) of such section 27B shall take effect on the date of enactment of this Act [July 21, 2010].”
15 U.S.C. § 77z–3 (COMMERCE AND TRADE)
§ 77z–3. General exemptive authority
The Commission, by rule or regulation, may conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of this subchapter or of any rule or regulation issued under this subchapter, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors.
(May 27, 1933, ch. 38, title I, § 28, as added Pub. L. 104–290, title I, § 105(a), Oct. 11, 1996, 110 Stat. 3424; amended Pub. L. 105–353, title III, § 301(a)(5), Nov. 3, 1998, 112 Stat. 3235.)
heading: Editorial Notes
heading: Amendments
text: 1998—Pub. L. 105–353 made technical correction relating to placement of section in subchapter.
15 U.S.C. § 77jj (COMMERCE AND TRADE)
§ 77jj. Loans to Corporation from Reconstruction Finance Corporation authorized
The Reconstruction Finance Corporation is authorized to loan out of its funds not to exceed $75,000 for the use of the Corporation.
(May 27, 1933, ch. 38, title II, § 209, 48 Stat. 95.)
heading: Executive Documents
heading: Abolition of Reconstruction Finance Corporation
text: Section 6(a) of Reorg. Plan No. 1 of 1957, eff. June 30, 1957, 22 F.R. 4633, 71 Stat. 647, set out as a note under section 601 of this title, abolished the Reconstruction Finance Corporation.
15 U.S.C. § 77aaa (COMMERCE AND TRADE)
§ 77aaa. Short title
This subchapter may be cited as the “Trust Indenture Act of 1939.”
(May 27, 1933, ch. 38, title III, § 301, as added Aug. 3, 1939, ch. 411, 53 Stat. 1149.)
heading: Statutory Notes and Related Subsidiaries
heading: Short Title of 1990 Amendment
text: Pub. L. 101–550, title IV, § 401, Nov. 15, 1990, 104 Stat. 2721, provided that: “This title [amending sections 77ccc to 77eee, 77iii to 77rrr, and 77vvv of this title] may be cited as the ‘Trust Indenture Reform Act of 1990’.”
15 U.S.C. § 77hhh (COMMERCE AND TRADE)
§ 77hhh. Integration of procedure with Securities Act and other Acts
(a) Incorporation by reference
The Commission, by such rules and regulations or orders as it deems necessary or appropriate in the public interest or for the protection of investors, shall authorize the filing of any information or documents required to be filed with the Commission under this subchapter, or 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.], by incorporating by reference any information or documents on file with the Commission under this subchapter or under any such Act.
(b) Consolidation of applications, reports, etc.
The Commission, by such rules and regulations or orders as it deems necessary or appropriate in the public interest or for the protection of investors, shall provide for the consolidation of applications, reports, and proceedings under this subchapter with registration statements, applications, reports, and proceedings 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.].
(May 27, 1933, ch. 38, title III, § 308, as added Aug. 3, 1939, ch. 411, 53 Stat. 1156; amended Pub. L. 111–203, title IX, § 986(b)(2), July 21, 2010, 124 Stat. 1936.)
heading: Editorial Notes
heading: References in Text
text: The Securities Act of 1933, referred to in subsecs. (a) and (b), 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 subsecs. (a) and (b), 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, the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935” in subsecs. (a) and (b).
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. § 77iii (COMMERCE AND TRADE)
§ 77iii. Effective time of qualification
(a) Effective time of registration or application for qualification of indenture
The indenture under which a security has been or is to be issued shall be deemed to have been qualified under this subchapter—
(1) when registration becomes effective as to such security; or
(2) when an application for the qualification of such indenture becomes effective, pursuant to section 77ggg of this title.
(b) Stop orders after effective time of qualification
After qualification has become effective as to the indenture under which a security has been or is to be issued, no stop order shall be issued pursuant to section 77h(d) of this title, suspending the effectiveness of the registration statement relating to such security or of the application for qualification of such indenture, except on one or more of the grounds specified in section 77h of this title, or the failure of the issuer to file an application as provided for by section 77eee(b)(2) of this title.
(c) Effect of subsequent rule or regulation on qualification
The making, amendment, or rescission of a rule, regulation, or order under the provisions of this subchapter (except to the extent authorized by subsection (a) of section 77nnn of this title with respect to rules and regulations prescribed pursuant to such subsection) shall not affect the qualification, form, or interpretation of any indenture as to which qualification became effective prior to the making, amendment, or rescission of such rule, regulation, or order.
(d) Liability of trustee under qualified indenture
No trustee under an indenture which has been qualified under this subchapter shall be subject to any liability because of any failure of such indenture to comply with any of the provisions of this subchapter, or any rule, regulation, or order thereunder.
(e) Power of Commission to conduct investigation
Nothing in this subchapter shall be construed as empowering the Commission to conduct an investigation or other proceeding for the purpose of determining whether the provisions of an indenture which has been qualified under this subchapter are being complied with, or to enforce such provisions.
(May 27, 1933, ch. 38, title III, § 309, as added Aug. 3, 1939, ch. 411, 53 Stat. 1157; amended Pub. L. 101–550, title IV, § 405, Nov. 15, 1990, 104 Stat. 2723.)
heading: Editorial Notes
heading: Amendments
text: 1990—Subsec. (b). Pub. L. 101–550 inserted before period at end “, or the failure of the issuer to file an application as provided for by section 77eee(b)(2) 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. § 77qqq (COMMERCE AND TRADE)
§ 77qqq. Special powers of trustee; duties of paying agents
(a) The indenture trustee shall be authorized—
(1) in the case of a default in payment of the principal of any indenture security, when and as the same shall become due and payable, or in the case of a default in payment of the interest on any such security, when and as the same shall become due and payable and the continuance of such default for such period as may be prescribed in such indenture, to recover judgment, in its own name and as trustee of an express trust, against the obligor upon the indenture securities for the whole amount of such principal and interest remaining unpaid; and
(2) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of such trustee and of the indenture security holders allowed in any judicial proceedings relative to the obligor upon the indenture securities, its creditors, or its property.
(b) Each paying agent shall hold in trust for the benefit of the indenture security holders or the indenture trustee all sums held by such paying agent for the payment of the principal of or interest on the indenture securities, and shall give to such trustee notice of any default by any obligor upon the indenture securities in the making of any such payment.
(May 27, 1933, ch. 38, title III, § 317, as added Aug. 3, 1939, ch. 411, 53 Stat. 1173; amended Pub. L. 101–550, title IV, § 416, Nov. 15, 1990, 104 Stat. 2731; Pub. L. 111–203, title IX, § 985(c)(2), July 21, 2010, 124 Stat. 1934.)
heading: Editorial Notes
heading: Amendments
text: 2010—Subsec. (a)(1). Pub. L. 111–203 substituted “(1) in the” for “(1) , in the”.
1990—Subsec. (a). Pub. L. 101–550, § 416(1)–(3), in introductory provisions, substituted “trustee shall be authorized” for “to be qualified shall contain provisions”, in par. (1) struck out “authorizing the indenture trustee” after the paragraph designation, and in par. (2) struck out “authorizing such trustee” after the paragraph designation.
Subsec. (b). Pub. L. 101–550, § 416(4), substituted “Each” for “The indenture to be qualified shall provide that each”.
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.