15 U.S.C. ch. 2A — Securities and Trust Indentures (Securities Act of 1933, §§ 77a et seq.)

Directors of Corporation, powers and duties generally

— Directors of Corporation, powers and duties generally The board of directors may— (1) Convene meetings of holders of foreign securities. (2) Invite the…

Rules, regulations, and orders

— Rules, regulations, and orders (a) Authority of Commission; subject matter of rules, etc. The Commission shall have authority from time to time to make…

Penalties

— Penalties Any person who willfully violates any provision of this subchapter or any rule, regulation, or order thereunder, or any person who willfully, in…

Directors of Corporation; appointment, term of office, and removal

— Directors of Corporation; appointment, term of office, and removal The control and management of the Corporation shall be vested in a board of six directors…

Fraudulent interstate transactions

— Fraudulent interstate transactions (a) Use of interstate commerce for purpose of fraud or deceit It shall be unlawful for any person in the offer or sale of…

Injunctions and prosecution of offenses

— Injunctions and prosecution of offenses (a) Investigation of violations Whenever it shall appear to the Commission, either upon complaint or otherwise, that…

General exemptive authority

— General exemptive authority The Commission, by rule or regulation, may conditionally or unconditionally exempt any person, security, or transaction, or any…

Annual report by Corporation; printing and distribution

— Annual report by Corporation; printing and distribution The Corporation shall make, print, and make public an annual report of its operations during each…

Subscriptions accepted by Corporation as loans; repayment

— Subscriptions accepted by Corporation as loans; repayment The Corporation may receive subscriptions from any person, foundation with a public purpose, or…

Securities required to be registered under Securities Act

— Securities required to be registered under Securities Act (a) Information required Subject to the provisions of section 77ddd of this title , a registration…

Liability of controlling persons

— Liability of controlling persons (a) Controlling persons Every person who, by or through stock ownership, agency, or otherwise, or who, pursuant to or in…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (a) Periodic reports Each person who, as set forth in the registration statement or…

Reports by indenture trustee

— Reports by indenture trustee (a) Report to security holders; time; contents The indenture trustee shall transmit to the indenture security holders as…

Exemption from State regulation of securities offerings

— Exemption from State regulation of securities offerings (a) Scope of exemption Except as otherwise provided in this section, no law, rule, regulation, or…

Hearings by Commission

— 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…

Contrary stipulations void

— Contrary stipulations void Any condition, stipulation, or provision binding any person to waive compliance with any provision of this subchapter or with any…

Effective time of qualification

— Effective time of qualification (a) Effective time of registration or application for qualification of indenture The indenture under which a security has…

Short title

— Short title This subchapter may be cited as the “Trust Indenture Act of 1939.”

Effect of prescribed indenture provisions

— Effect of prescribed indenture provisions (a) Imposed duties to control If any provision of the indenture to be qualified limits, qualifies, or conflicts…

Conflicts of interest relating to certain securitizations

— Conflicts of interest relating to certain securitizations (a) In general An underwriter, placement agent, initial purchaser, or sponsor, or any affiliate or…

Representations by Corporation as acting for Department of State or United States forbidden; interference with foreign negotiations forbidden

— Representations by Corporation as acting for Department of State or United States forbidden; interference with foreign negotiations forbidden Notwithstanding…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (a) Definitions When used in this subchapter, unless the context otherwise requires—…

Special powers of the Commission

— Special powers of the Commission (a) Investigatory powers For the purpose of any investigation or any other proceeding which, in the opinion of the…

Liability for misleading statements

— Liability for misleading statements (a) Any person who shall make or cause to be made any statement in any application, report, or document filed with the…

Exempted transactions

— Exempted transactions (a) In general The provisions of section 77e of this title shall not apply to— (1) transactions by any person other than an issuer…

Additional remedies; limitation on remedies

— Additional remedies; limitation on remedies (a) Remedies additional Except as provided in subsection (b), the rights and remedies provided by this subchapter…

Necessity for regulation

— Necessity for regulation (a) Practices adversely affecting public Upon the basis of facts disclosed by the reports of the Securities and Exchange Commission…

Classes of securities under this subchapter

— Classes of securities under this subchapter (a) Exempted securities Except as hereinafter expressly provided, the provisions of this subchapter shall not…

Application of safe harbor for forward-looking statements

— Application of safe harbor for forward-looking statements (a) Applicability This section shall apply only to a forward-looking statement made by— (1) an…

Preemption of State law

— Preemption of State law (a) Authority to purchase, hold, and invest in securities; securities considered as obligations of United States (1) Any person…

Special powers of Commission

— Special powers of Commission (a) Rules and regulations The Commission shall have authority from time to time to make, amend, and rescind such rules and…

Short title

— Short title This subchapter may be cited as the “Corporation of Foreign Bondholders Act, 1933.”

Unlawful representations

— 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…

Duties and responsibility of the trustee

— Duties and responsibility of the trustee (a) Duties prior to default The indenture to be qualified shall automatically be deemed (unless it is expressly…

Preferential collection of claims against obligor

— Preferential collection of claims against obligor (a) Trustee as creditor of obligor Subject to the provisions of subsection (b) of this section, if the…

Powers and duties of Corporation, generally

— Powers and duties of Corporation, generally The Corporation shall have power to adopt, alter, and use a corporate seal; to make contracts; to lease such real…

Separability

— Separability If any provision of this chapter, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of…

Information required in registration statement

— Information required in registration statement (a) Information required in registration statement

Loans to Corporation from Reconstruction Finance Corporation authorized

— Loans to Corporation from Reconstruction Finance Corporation authorized The Reconstruction Finance Corporation is authorized to loan out of its funds not to…

Private securities litigation

— Private securities litigation (a) Private class actions (1) In general The provisions of this subsection shall apply to each private action arising under…

Unlawful representations

— 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…

Jurisdiction of other Government agencies over securities

— Jurisdiction of other Government agencies over securities Nothing in this subchapter shall relieve any person from submitting to the respective supervisory…

Integration of procedure with Securities Act and other Acts

— Integration of procedure with Securities Act and other Acts (a) Incorporation by reference The Commission, by such rules and regulations or orders as it…

Directions and waivers by bondholders; prohibition of impairment of holder’s right to payment; record date

— Directions and waivers by bondholders; prohibition of impairment of holder’s right to payment; record date (a) Directions and waivers by bondholders The…

Limitation of actions

— Limitation of actions No action shall be maintained to enforce any liability created under section 77k or 77 l (a)(2) of this title unless brought within one…

Securities not registered under Securities Act

— Securities not registered under Securities Act (a) Prohibitions affecting unregistered securities not issued under indenture In the case of any security…

Civil liabilities on account of false registration statement

— Civil liabilities on account of false registration statement (a) Persons possessing cause of action; persons liable In case any part of the registration…

Prohibitions relating to interstate commerce and the mails

— Prohibitions relating to interstate commerce and the mails (a) Sale or delivery after sale of unregistered securities Unless a registration statement is in…

Definitions

— Definitions When used in this subchapter, unless the context otherwise requires— (1) Any term defined in section 2 of the Securities Act of 1933 [ 15 U.S.C…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions (a) Requirements on intermediaries A person acting as an intermediary in a transaction involving the…

Judicial review

— Judicial review (a) Review of orders Orders of the Commission under this subchapter (including orders pursuant to the provisions of sections 77eee(b) and…

Separability

— Separability If any provision of this subchapter or the application of such provision to any person or circumstance shall be held invalid, the remainder of…

Hearings by Commission

— 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…

Civil liabilities arising in connection with prospectuses and communications

— Civil liabilities arising in connection with prospectuses and communications (a) In general Any person who— (1) offers or sells a security in violation of…

Exempted securities and transactions

— Exempted securities and transactions (a) Specific securities exempted The provisions of this subchapter shall not apply to any of the following securities…

Swap agreements

— 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…

Information required in prospectus

— Information required in prospectus (a) Information in registration statement; documents not required Except to the extent otherwise permitted or required…

Cease-and-desist proceedings

— Cease-and-desist proceedings (a) Authority of Commission If the Commission finds, after notice and opportunity for hearing, that any person is violating, has…

Schedule of information required in registration statement

— Schedule of information required in registration statement schedule a (1) The name under which the issuer is doing or intends to do business; (2) the name of…

Effective date of subchapter

— Effective date of subchapter This subchapter shall not take effect until the President finds that its taking effect is in the public interest and by…

Short title

— Short title This subchapter may be cited as the “Securities Act of 1933”.

Taking effect of registration statements and amendments thereto

— Taking effect of registration statements and amendments thereto (a) Effective date of registration statement Except as hereinafter provided, the effective…

Accounts and annual balance sheet of Corporation; audits

— Accounts and annual balance sheet of Corporation; audits The board of directors shall cause accounts to be kept of all matters relating to or connected with…

Data standards

— Data standards (a) Requirement The Commission shall, by rule, adopt data standards for all registration statements, and for all prospectuses included in…

Contrary stipulations void

— Contrary stipulations void Any condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of this…

Court review of orders

— Court review of orders (a) Any person aggrieved by an order of the Commission may obtain a review of such order in the court of appeals of the United States…

Qualification of indentures covering securities not required to be registered

— Qualification of indentures covering securities not required to be registered (a) Application; information required; availability of information to public In…

Jurisdiction of offenses and suits

— Jurisdiction of offenses and suits (a) Federal and State courts; venue; service of process; review; removal; costs The district courts of the United States…

Registration of securities

— Registration of securities (a) Method of registration Any security may be registered with the Commission under the terms and conditions hereinafter provided…

Effect on existing law

— Effect on existing law Except as otherwise expressly provided, nothing in this subchapter shall affect (1) the jurisdiction of the Commission under the…

Bondholders’ lists

— Bondholders’ lists (a) Periodic filing of information by obligor with trustee Each obligor upon the indenture securities shall furnish or cause to be…

Assessments by Corporation on holders of foreign securities

— Assessments by Corporation on holders of foreign securities The Corporation may in its discretion levy charges, assessed on a pro rata basis, on the holders…

“Corporation of Foreign Security Holders”; creation; principal office; branch offices

— “Corporation of Foreign Security Holders”; creation; principal office; branch offices For the purpose of protecting, conserving, and advancing the interests…

Special powers of trustee; duties of paying agents

— 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…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (a) Persons eligible for appointment as trustee (1) There shall at all times be one or more trustees under every…

Penalties

— Penalties Any person who willfully violates any of the provisions of this subchapter, or the rules and regulations promulgated by the Commission under…

Jurisdiction of offenses and suits

— Jurisdiction of offenses and suits (3)(A)(ii) of the Federal Rules of Civil Procedure shall not apply to a subpoena issued under the preceding sentence…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (2) file with the indenture trustee and the Commission, in accordance with rules and…

Securities not registered under Securities Act

— Securities not registered under Securities Act (1) to make use of any means or instruments of transportation or communication in interstate commerce or of…

Schedule of information required in registration statement

— Schedule of information required in registration statement (6) of this schedule, as of a date within twenty days prior to the filing of the registration…

Civil liabilities on account of false registration statement

— Civil liabilities on account of false registration statement (5) every underwriter with respect to such security. If such person acquired the security after…

Definitions

— Definitions (2) of subsection (b) of section 77fff of this title ) and, in addition, does no more than identify the security, state the price thereof, state…

Exemption from State regulation of securities offerings

— Exemption from State regulation of securities offerings (1) Exclusive Federal registration of nationally traded securities A security is a covered security…

Information required in registration statement

— Information required in registration statement (1) In general The registration statement, when relating to a security other than a security issued by a…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions (6) not later than 21 days prior to the first day on which securities are sold to any investor (or…

Exempted securities and transactions

— Exempted securities and transactions (5) any security issued under a mortgage indenture as to which a contract of insurance under the National Housing Act […

Directors of Corporation; appointment, term of office, and removal

— Directors of Corporation; appointment, term of office, and removal shall be vacated if the board of directors shall, at a meeting specially convened for that…

Additional remedies; limitation on remedies

— Additional remedies; limitation on remedies (1) Actions under State law of State of incorporation (A) Actions preserved Notwithstanding subsection (b) or…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (3) The term “sale” or “sell” shall include every contract of sale or disposition of…

Preemption of State law

— Preemption of State law (53) of this title ), or (D) securities issued or guaranteed by the Federal Home Loan Mortgage Corporation or the Federal National…

Special powers of the Commission

— Special powers of the Commission of such trustees or prospective trustees. Every such trustee or prospective trustee shall, as a condition precedent to…

Conflicts of interest relating to certain securitizations

— Conflicts of interest relating to certain securitizations (2) purchases or sales of asset-backed securities made pursuant to and consistent with— (A)…

Rules, regulations, and orders

— Rules, regulations, and orders (3) for the purposes of this subchapter, to prescribe the form or forms in which information required in any statement…

Registration of securities

— Registration of securities (1) Fee payment required At the time of filing a registration statement, the applicant shall pay to the Commission a fee at a rate…

Securities required to be registered under Securities Act

— Securities required to be registered under Securities Act (1) of this subsection with respect to the person designated to act as indenture trustee shall be…

Directors of Corporation, powers and duties generally

— Directors of Corporation, powers and duties generally (6) Collect, preserve, publish, circulate, and render available in readily accessible form, when deemed…

Powers and duties of Corporation, generally

— Powers and duties of Corporation, generally necessary for facilitating its business under this subchapter. The board of directors of the Corporation shall…

Directions and waivers by bondholders; prohibition of impairment of holder’s right to payment; record date

— Directions and waivers by bondholders; prohibition of impairment of holder’s right to payment; record date (3) of subsection (d) of section 77 ooo of this…

Civil liabilities arising in connection with prospectuses and communications

— Civil liabilities arising in connection with prospectuses and communications (2) represents other than the depreciation in value of the subject security…

Bondholders’ lists

— Bondholders’ lists (2) inform such applicants as to the approximate number of indenture security holders according to the most recent information so…

Prohibitions relating to interstate commerce and the mails

— Prohibitions relating to interstate commerce and the mails (2) to carry or cause to be carried through the mails or in interstate commerce any such security…

Court review of orders

— Court review of orders by reason of the additional evidence so taken, and it shall file such modified or new findings, which, if supported by evidence, shall…

Exempted transactions

— Exempted transactions (3) transactions by a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such…

Necessity for regulation

— Necessity for regulation (2) when the trustee does not have adequate rights and powers, or adequate duties and responsibilities, in connection with matters…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (2) Such institution 1 trustee shall have at all times a combined capital and surplus of a specified minimum…

Qualification of indentures covering securities not required to be registered

— Qualification of indentures covering securities not required to be registered (1) of such subsection with respect to the person designated to act as…

Reports by indenture trustee

— Reports by indenture trustee (6) of subsection (b) of section 77kkk of this title ; (5) any change to the property and funds physically in its possession as…

Injunctions and prosecution of offenses

— Injunctions and prosecution of offenses Commission, the district courts of the United States and the United States courts of any Territory shall have…

Cease-and-desist proceedings

— Cease-and-desist proceedings (1) In general Whenever the Commission determines that the alleged violation or threatened violation specified in the notice…

Private securities litigation

— Private securities litigation (2) Certification filed with complaint (A) In general Each plaintiff seeking to serve as a representative party on behalf of a…

Classes of securities under this subchapter

— Classes of securities under this subchapter (1) of such section 103(c) 1 does not apply to such security; or any interest or participation in a single trust…

Fraudulent interstate transactions

— Fraudulent interstate transactions (3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit…

Application of safe harbor for forward-looking statements

— Application of safe harbor for forward-looking statements (4)(B) of this title; or (ii) has been made the subject of a judicial or administrative decree or…

Information required in prospectus

— Information required in prospectus (4) there may be omitted from any prospectus any of the information required under this subsection which the Commission…

Taking effect of registration statements and amendments thereto

— Taking effect of registration statements and amendments thereto statement to become effective until it has been amended in accordance with such order. When…

Liability for misleading statements

— Liability for misleading statements after such cause of action accrued. (b) The rights and remedies provided by this subchapter shall be in addition to any…

Preferential collection of claims against obligor

— Preferential collection of claims against obligor (2) all property received in respect of any claim as such creditor, either as security therefor, or in…

Effective time of qualification

— Effective time of qualification (2) of this title . (c) Effect of subsequent rule or regulation on qualification The making, amendment, or rescission of a…

Special powers of Commission

— Special powers of Commission reason. (b) Recognition of accounting standards (1) In general In carrying out its authority under subsection (a) and under…

Duties and responsibility of the trustee

— Duties and responsibility of the trustee (2) the indenture trustee may conclusively rely, as to the truth of the statements and the correctness of the…

Preferential collection of claims against obligor

— Preferential collection of claims against obligor such property was so received the trustee had no reasonable cause to believe that a default as defined in…

Special powers of the Commission

— Special powers of the Commission (1) to determining whether such prospective trustee is qualified to act as trustee under the provisions of subsection (b) of…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (4) furnish to the indenture trustee, not less often than annually, a brief certificate…

Securities required to be registered under Securities Act

— Securities required to be registered under Securities Act (2) of this subsection, the Commission shall issue an order prior to the effective date of…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (5) No obligor upon the indenture securities or person directly or indirectly controlling, controlled by, or…

Information required in registration statement

— Information required in registration statement written consent of such person shall be filed with the registration statement unless the Commission dispenses…

Cease-and-desist proceedings

— Cease-and-desist proceedings (2) Applicability This subsection shall apply only to a respondent that acts, or, at the time of the alleged misconduct acted…

Private securities litigation

— Private securities litigation (3) Appointment of lead plaintiff (A) Early notice to class members (i) In general Not later than 20 days after the date on…

Jurisdiction of offenses and suits

— Jurisdiction of offenses and suits (1) conduct within the United States that constitutes significant steps in furtherance of the violation, even if the…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions (6) 1 of this title, an issuer who offers or sells securities shall— (1) file with the Commission and…

Bondholders’ lists

— Bondholders’ lists order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections…

Taking effect of registration statements and amendments thereto

— Taking effect of registration statements and amendments thereto to make an examination in any case in order to determine whether a stop order should issue…

Application of safe harbor for forward-looking statements

— Application of safe harbor for forward-looking statements (1) In general Except as provided in subsection (b), in any private action arising under this…

Classes of securities under this subchapter

— Classes of securities under this subchapter (14) ], other than any plan described in subparagraph (A), (B), (C), or (D) of this paragraph (i) the…

Special powers of Commission

— Special powers of Commission (2) Annual report A standard setting body described in paragraph (1) shall submit an annual report to the Commission and the…

Definitions

— Definitions (7) The term “indenture” means any mortgage, deed of trust, trust or other indenture, or similar instrument or agreement (including any…

Exempted transactions

— Exempted transactions (4) brokers’ transactions executed upon customers’ orders on any exchange or in the over-the-counter market but not the solicitation of…

Information required in prospectus

— Information required in prospectus (1) of section 77e of this title which omits in part or summarizes information in the prospectus specified in subsection…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation be exercised until some future date, shall not be deemed to be an offer or sale of…

Reports by indenture trustee

— Reports by indenture trustee (2) the character and amount of any advances made by it as such since the date of the last report transmitted pursuant to the…

Additional remedies; limitation on remedies

— Additional remedies; limitation on remedies (2) State actions (A) In general Notwithstanding any other provision of this section, nothing in this section may…

Registration of securities

— Registration of securities (5) Publication The Commission shall publish in the Federal Register notices of the rate applicable under this subsection and…

Prohibitions relating to interstate commerce and the mails

— Prohibitions relating to interstate commerce and the mails the requirement of subsection (b) (2). (e) Security-based swaps Notwithstanding the provisions of…

Qualification of indentures covering securities not required to be registered

— Qualification of indentures covering securities not required to be registered et seq.].

Directions and waivers by bondholders; prohibition of impairment of holder’s right to payment; record date

— Directions and waivers by bondholders; prohibition of impairment of holder’s right to payment; record date (2) that such indenture may contain provisions…

Schedule of information required in registration statement

— Schedule of information required in registration statement (12) the amount of the funded debt outstanding and to be created by the security to be offered…

Securities not registered under Securities Act

— Securities not registered under Securities Act (2) to carry or to cause to be carried through the mails or in interstate commerce any such security for the…

Preemption of State law

— Preemption of State law (53) of this title ) shall be exempt from any law of any State with respect to or requiring registration or qualification of…

Necessity for regulation

— Necessity for regulation (4) when the obligor is not obligated to furnish to the trustee under the indenture and to such investors adequate current…

Duties and responsibility of the trustee

— Duties and responsibility of the trustee it by such indenture, and to use the same degree of care and skill in their exercise, as a prudent man would…

Exempted securities and transactions

— Exempted securities and transactions (9) any security which has been or is to be issued under an indenture which limits the aggregate principal amount of…

Civil liabilities on account of false registration statement

— Civil liabilities on account of false registration statement (2) that if such part of the registration statement became effective without his knowledge, upon…

Exemption from State regulation of securities offerings

— Exemption from State regulation of securities offerings (4) 1 of this title; (C) section 77d (6) 1 of this title; (D) a rule or regulation adopted pursuant…

Injunctions and prosecution of offenses

— Injunctions and prosecution of offenses (2) Amount of penalty (A) First tier The amount of the penalty shall be determined by the court in light of the facts…

Registration of securities

— Registration of securities (6) Definitions For purposes of this subsection: (A) Target fee collection amount The target fee collection amount for each fiscal…

Necessity for regulation

— Necessity for regulation (6) when, by reason of the fact that trust indentures are commonly prepared by the obligor or underwriter in advance of the public…

Preferential collection of claims against obligor

— Preferential collection of claims against obligor Bankruptcy Act or applicable State law, the same percentage of their respective claims, figured before…

Classes of securities under this subchapter

— Classes of securities under this subchapter (3)(A) of title 26 establishing or maintaining the retirement income account or to a trust established by any…

Preemption of State law

— Preemption of State law (2) State registration or qualification requirements Any State may, not later than 7 years after September 23, 1994 , enact a statute…

Information required in prospectus

— Information required in prospectus interest or for the protection of investors. (d) Classification of prospectuses In the exercise of its powers under…

Information required in registration statement

— Information required in registration statement (1) The Commission shall prescribe special rules with respect to registration statements filed by any issuer…

Additional remedies; limitation on remedies

— Additional remedies; limitation on remedies (4) Remand of removed actions In an action that has been removed from a State court pursuant to subsection (c)…

Definitions

— Definitions (13) The term “paying agent”, when used with respect to any such indenture security, means any person authorized by an obligor thereon (A) to pay…

Duties and responsibility of the trustee

— Duties and responsibility of the trustee (3) such indenture shall automatically be deemed (unless it is expressly provided therein that any such provision is…

Private securities litigation

— Private securities litigation to be most capable of adequately representing the interests of class members (hereafter in this paragraph referred to as the…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (1) promptly after the execution and delivery of the indenture, an opinion of counsel…

Injunctions and prosecution of offenses

— Injunctions and prosecution of offenses (3) Procedures for collection (A) Payment of penalty to Treasury A penalty imposed under this section shall be…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions (6) 1 of this title within the preceding 12-month period, have, in the aggregate, target offering…

Exempted transactions

— Exempted transactions (6) transactions involving the offer or sale of securities by an issuer (including all entities controlled by or under common control…

Civil liabilities on account of false registration statement

— Civil liabilities on account of false registration statement (3) that (A) as regards any part of the registration statement not purporting to be made on the…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee trustee, and the appointment of a successor, if such trustee fails, after written request thereof by such holder…

Exemption from State regulation of securities offerings

— Exemption from State regulation of securities offerings (1) Fraud authority Consistent with this section, the securities commission (or any agency or office…

Exempted securities and transactions

— Exempted securities and transactions (1) to any of the transactions exempted from the provisions of section 5 of the Securities Act of 1933 [ 15 U.S.C. 77e ]…

Reports by indenture trustee

— Reports by indenture trustee (3) except in the case of reports pursuant to subsection (b) of this section, to all holders of indenture securities whose names…

Securities required to be registered under Securities Act

— Securities required to be registered under Securities Act (1) of subsection (b) of this section for failure to designate a trustee eligible to act under…

Cease-and-desist proceedings

— Cease-and-desist proceedings (1), with respect to any temporary cease-and-desist order entered without a prior Commission hearing, the respondent may apply…

Schedule of information required in registration statement

— Schedule of information required in registration statement (16) the price at which it is proposed that the security shall be offered to the public or the…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (10) of this subsection and section 77e(c) of this title not to constitute an offer…

Application of safe harbor for forward-looking statements

— Application of safe harbor for forward-looking statements (1)(A) shall be deemed to be satisfied— (A) if the oral forward-looking statement is accompanied by…

Special powers of Commission

— Special powers of Commission (2) It is the declared policy of this subsection that there should be greater Federal and State cooperation in securities…

Duties and responsibility of the trustee

— Duties and responsibility of the trustee any suit instituted by such trustee, to any suit instituted by any indenture security holder, or group of indenture…

Classes of securities under this subchapter

— Classes of securities under this subchapter (3) Any note, draft, bill of exchange, or banker’s acceptance which arises out of a current transaction or the…

Cease-and-desist proceedings

— Cease-and-desist proceedings (4) Exclusive review Section 77i(a) of this title shall not apply to a temporary order entered pursuant to this section. (e)…

Information required in registration statement

— Information required in registration statement (1) In general The Commission shall adopt regulations under this subsection requiring each issuer of an…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (1) such trustee is trustee under another indenture under which any other securities, or certificates of interest…

Preferential collection of claims against obligor

— Preferential collection of claims against obligor distributions to be made to the indenture trustee and the indenture security holders with respect to their…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions the issuer, including how such terms may be modified, and a summary of the differences between such…

Additional remedies; limitation on remedies

— Additional remedies; limitation on remedies (2) Covered class action (A) In general The term “covered class action” means— (i) any single lawsuit in which—…

Injunctions and prosecution of offenses

— Injunctions and prosecution of offenses (4) Special provisions relating to a violation of a cease-and-desist order In an action to enforce a cease-and-desist…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (2) at least annually after the execution and delivery of the indenture, an opinion of…

Schedule of information required in registration statement

— Schedule of information required in registration statement (17) of this schedule, incurred or borne by or for the account of the issuer in connection with…

Exemption from State regulation of securities offerings

— Exemption from State regulation of securities offerings (2) Preservation of filing requirements (A) Notice filings permitted Nothing in this section…

Exempted securities and transactions

— Exempted securities and transactions (2) would impose an undue burden on this issuer, having due regard to the public interest and the interests of…

Special powers of Commission

— Special powers of Commission (5) For fiscal year 1982, and for each of the three succeeding fiscal years, there are authorized to be appropriated such…

Private securities litigation

— Private securities litigation of adequately representing the class. (iv) Discovery For purposes of this subparagraph, discovery relating to whether a member…

Definitions

— Definitions (18) The term “Bankruptcy Act” means the Bankruptcy Act or title 11.

Exempted transactions

— Exempted transactions (7) transactions meeting the requirements of subsection (d). (b) Offers and sales exempt under 17 CFR 230.506 Offers and sales exempt…

Registration of securities

— Registration of securities or filed with any registration statement shall be made available to the public under such regulations as the Commission may…

Application of safe harbor for forward-looking statements

— Application of safe harbor for forward-looking statements (1), the court shall consider any statement cited in the complaint and cautionary statement…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (4) The term “issuer” means every person who issues or proposes to issue any…

Securities required to be registered under Securities Act

— Securities required to be registered under Securities Act the Commission may determine, having due regard to the adequacy of information provided therein…

Civil liabilities on account of false registration statement

— Civil liabilities on account of false registration statement than himself) or purporting to be a copy of or extract from a report or valuation of an expert…

Cease-and-desist proceedings

— Cease-and-desist proceedings (1) Grounds In any cease-and-desist proceeding under subsection (a), the Commission may impose a civil penalty on a person if…

Information required in registration statement

— Information required in registration statement (1)(B) of such section 5334. (d) Registration statement for asset-backed securities Not later than 180 days…

Special powers of Commission

— Special powers of Commission (4), while such association, conference, or meeting is carrying out activities in furtherance of the provisions of this…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (3) in the case of conditions precedent compliance with which is subject to verification…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions (3) not compensate or commit to compensate, directly or indirectly, any person to promote its…

Registration of securities

— Registration of securities (2) Confidentiality Notwithstanding any other provision of this subchapter, the Commission shall not be compelled to disclose any…

Exempted transactions

— Exempted transactions (1) shall apply to any person described in such paragraph if— (A) such person and each person associated with that person receives no…

Securities required to be registered under Securities Act

— Securities required to be registered under Securities Act (2) of subsection (a) of this section, together with a supplementary analysis, prepared by the…

Exemption from State regulation of securities offerings

— Exemption from State regulation of securities offerings any State may require the registration of securities issued by any issuer who refuses to pay the fees…

Application of safe harbor for forward-looking statements

— Application of safe harbor for forward-looking statements (1) Forward-looking statement The term “forward-looking statement” means— (A) a statement…

Private securities litigation

— Private securities litigation (5) Restrictions on settlements under seal The terms and provisions of any settlement agreement of a class action shall not be…

Preferential collection of claims against obligor

— Preferential collection of claims against obligor trustee is directly or indirectly a creditor is an obligor; and the term “indenture security holder” means…

Schedule of information required in registration statement

— Schedule of information required in registration statement (22) full particulars of the nature and extent of the interest, if any, of every director…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee by order pursuant to subsection (b) of section 77eee of this title or subsection (c) of section 77ggg of this…

Civil liabilities on account of false registration statement

— Civil liabilities on account of false registration statement (3) of subsection (b) of this section, what constitutes reasonable investigation and reasonable…

Additional remedies; limitation on remedies

— Additional remedies; limitation on remedies to affect the discretion of a State court in determining whether actions filed in such court should be joined…

Injunctions and prosecution of offenses

— Injunctions and prosecution of offenses (1) of this title from acting as an officer or director of any issuer that has a class of securities registered…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (6) The term “Territory” means Puerto Rico, the Virgin Islands, and the insular…

Classes of securities under this subchapter

— Classes of securities under this subchapter (2) of title 26 which is exempt from tax under section 501(a) of title 26 and is organized for the exclusive…

Civil liabilities on account of false registration statement

— Civil liabilities on account of false registration statement (3) the price at which such security shall have been disposed of after suit but before judgment…

Cease-and-desist proceedings

— Cease-and-desist proceedings (3) Evidence concerning ability to pay In any proceeding in which the Commission may impose a penalty under this section, a…

Private securities litigation

— Private securities litigation (7) Disclosure of settlement terms to class members Any proposed or final settlement agreement that is published or otherwise…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions (2), either at law or in equity in any court of competent jurisdiction, to recover the consideration…

Exemption from State regulation of securities offerings

— Exemption from State regulation of securities offerings (3) Enforcement of requirements Nothing in this section shall prohibit the securities commission (or…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (4) such trustee or any of its directors or executive officers is a director, officer, partner, employee…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (10) The term “prospectus” means any prospectus, notice, circular, advertisement…

Schedule of information required in registration statement

— Schedule of information required in registration statement (25) a balance sheet as of a date not more than ninety days prior to the date of the filing of the…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions in paragraph (3) of subsection (d), or (C) the adequacy of depreciation, maintenance, or…

Injunctions and prosecution of offenses

— Injunctions and prosecution of offenses (2) Definition For purposes of this subsection, the term “person participating in an offering of penny stock”…

Preferential collection of claims against obligor

— Preferential collection of claims against obligor (4) an indebtedness created as a result of services rendered or premises rented; or an indebtedness created…

Classes of securities under this subchapter

— Classes of securities under this subchapter (10) Except with respect to a security exchanged in a case under title 11, any security which is issued in…

Application of safe harbor for forward-looking statements

— Application of safe harbor for forward-looking statements (5) Securities laws The term “securities laws” has the same meaning as in section 78c of this title…

Special powers of Commission

— Special powers of Commission (1) In general The Commission may, subject to the limitations imposed by section 15B of the Securities Exchange Act of 1934 ( 15…

Exempted transactions

— Exempted transactions (2) Prohibition on general solicitation or advertising .— Neither the seller, nor any person acting on the seller’s behalf, offers or…

Private securities litigation

— Private securities litigation intend to make such an application, the amount of fees and costs that will be sought (including the amount of such fees and…

Special powers of Commission

— Special powers of Commission (5) Rules of construction (A) Fees not public monies Accounting support fees collected under this subsection and other receipts…

Civil liabilities on account of false registration statement

— Civil liabilities on account of false registration statement shall be rendered against a party litigant, upon the motion of the other party litigant, such…

Schedule of information required in registration statement

— Schedule of information required in registration statement (26) a profit and loss statement of the issuer showing earnings and income, the nature and source…

Classes of securities under this subchapter

— Classes of securities under this subchapter (12) Any equity security issued in connection with the acquisition by a holding company of a bank under section…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (1) of any property or securities to be released from the lien of the indenture, which…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (5) 10 per centum or more of the voting securities of such trustee is beneficially owned either by an obligor…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (11) The term “underwriter” means any person who has purchased from an issuer with a…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions (3) Definition As used in this subsection, the term “issuer” includes any person who is a director or…

Private securities litigation

— Private securities litigation (2) Preservation of evidence During the pendency of any stay of discovery pursuant to this subsection, unless otherwise ordered…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (2) to such obligor of any securities (other than indenture securities and securities…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (8) such trustee is the beneficial owner of, or holds as collateral security for an obligation which is in…

Exempted transactions

— Exempted transactions any commission or remuneration for such person’s participation in the offer or sale of the securities. (J) The issuer’s most recent…

Schedule of information required in registration statement

— Schedule of information required in registration statement (27) if the proceeds, or any part of the proceeds, of the security to be issued is to be applied…

Classes of securities under this subchapter

— Classes of securities under this subchapter (13) Any security issued by or any interest or participation in any church plan, company or account that is…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (14) The term “separate account” means an account established and maintained by an…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions certificate or opinion required by this paragraph is less than $25,000 or less than 1…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (21) ], which is either a bank, insurance company, or registered investment adviser…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (8) of this subsection. As to any such securities of which the indenture trustee acquired ownership through…

Schedule of information required in registration statement

— Schedule of information required in registration statement (31) unless previously filed and registered under the provisions of this subchapter, and brought…

Classes of securities under this subchapter

— Classes of securities under this subchapter (2) Additional issues The Commission shall by rule or regulation add a class of securities to the securities…

Requirements with respect to certain small transactions

— Requirements with respect to certain small transactions (6)(B) 1 of this title shall be calculated in accordance with any rules of the Commission under this…

Exempted transactions

— Exempted transactions (4) Issuers disqualified .— The transaction is not for the sale of a security where the seller is an issuer or a subsidiary, either…

Private securities litigation

— Private securities litigation (1) that a party or attorney violated any requirement of Rule 11(b) of the Federal Rules of Civil Procedure as to any…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (6) of section 77kkk(b) of this title , the trustee shall be or shall become a creditor of the obligor. For…

Classes of securities under this subchapter

— Classes of securities under this subchapter (2) of this title shall apply to any person offering or selling such securities. (E) The issuer may solicit…

Exempted transactions

— Exempted transactions (1) In general .— With respect to an exempted transaction described under subsection (a) (7): (A) Securities acquired in such…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation (19) The term “emerging growth company” means an issuer that had total annual gross…

Private securities litigation

— Private securities litigation (2), the court shall adopt a presumption that the appropriate sanction— (i) for failure of any responsive pleading or…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (3) to such obligor of any property the subjection of which to the lien of the indenture…

Schedule of information required in registration statement

— Schedule of information required in registration statement (2) specific purposes in detail and the approximate amounts to be devoted to such purposes, so far…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions is excluded) to provide that any such certificate or opinion may be made by an officer…

Definitions; promotion of efficiency, competition, and capital formation

— Definitions; promotion of efficiency, competition, and capital formation Whenever pursuant to this subchapter the Commission is engaged in rulemaking and is…

Private securities litigation

— Private securities litigation of mind, the court shall, when requested by a defendant, submit to the jury a written interrogatory on the issue of each such…

Classes of securities under this subchapter

— Classes of securities under this subchapter (4) Periodic disclosures Upon such terms and conditions as the Commission determines necessary in the public…

Schedule of information required in registration statement

— Schedule of information required in registration statement (8) the estimated net proceeds to be derived from the sale in the United States of the security to…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee (9) of this subsection— (A) the terms “security” and “securities” shall include only such securities as are…

Classes of securities under this subchapter

— Classes of securities under this subchapter (2)(A) and shall increase such amount as the Commission determines appropriate. If the Commission determines not…

Schedule of information required in registration statement

— Schedule of information required in registration statement (13) a copy of any agreement or agreements made with any underwriter governing the sale of the…

Reports by obligor; evidence of compliance with indenture provisions

— Reports by obligor; evidence of compliance with indenture provisions (4) a statement as to whether or not, in the opinion of such person, such condition or…

Eligibility and disqualification of trustee

— Eligibility and disqualification of trustee or purchase fund installment, the indenture trustee shall not be required to resign as provided by this…