**(a) Use of interstate commerce for purpose of fraud or deceit** It shall be unlawful for any person in the offer or sale of any securities (including security-based swaps) or any security-based swap agreement (as defined in section 78c(a)(78) 11 See References in Text note below. of this title) by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly—
(1) to employ any device, scheme, or artifice to defraud, or
(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or
(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.
**(b) Use of interstate commerce for purpose of offering for sale** It shall be unlawful for any person, by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, to publish, give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, investment service, or communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.
**(c) Exemptions of section 77c not applicable to this section** The exemptions provided in [section 77c of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c&num=0&edition=prel
File SHA-256: eb1e27df406edcec9b533b84afebd1171f92fe97e3f945cfb40cf25d8d5f82b6. The original may include catalog metadata, neighboring provisions, or embedded records outside this collection's scope. This page displays the selected federal record. Historical editions and unverified snapshots are not a statement of current law.
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Stable record: federal_law:legal_authorities:record_usc_11e0bc3ea48951344a3e5635 Source file: Laws/federal/codes/united-states-code/title-15/section-77q-fraudulent-interstate-transactions--078e52f18d.md Pages: Not recorded – Not recorded Passage SHA-256: 9c3524ca50fd20c986a2824d3e61ba07bf39e533958ce37ee24a295092dfa51a Retained source evidence SHA-256: eb1e27df406edcec9b533b84afebd1171f92fe97e3f945cfb40cf25d8d5f82b6
Source location: Title 15, Chapter 2A, § 77q; chapter-2a-securities-and-trust-indentures.md
Stored source content
**(a) Use of interstate commerce for purpose of fraud or deceit** It shall be unlawful for any person in the offer or sale of any securities (including security-based swaps) or any security-based swap agreement (as defined in section 78c(a)(78) 11 See References in Text note below. of this title) by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly—
(1) to employ any device, scheme, or artifice to defraud, or
(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or
(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.
**(b) Use of interstate commerce for purpose of offering for sale** It shall be unlawful for any person, by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, to publish, give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, investment service, or communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.
**(c) Exemptions of section 77c not applicable to this section** The exemptions provided in [section 77c of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c&num=0&edition=prelim) shall not apply to the provisions of this section.
**(d) Authority with respect to security-based swap agreements** The authority of the Commission under this section with respect to security-based swap agreements (as defined in [section 78c(a)(78) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c/a/78&num=0&edition=prelim)) shall be subject to the restrictions and limitations of [section 77b–1(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77b–1/b&num=0&edition=prelim).
Cross-references
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Federal law — U.S. Code and appendices · legal_authorities
§ 77q. 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 any securities (including security-
based swaps) or any security-based swap agree-
ment (as defined in section 78c(a)(78) 1 of this
title) by the use of any means or instruments of
transportation or communication in interstate
commerce or by use of the mails, directly or in-
directly—
(1) to employ any device, scheme, or artifice
to defraud, or
(2) to obtain money or property by means of
any untrue statement of a material fact or
any omission to state a material fact nec-
essary in order to make the statements made,
in light of the circumstances under which they
were made, not misleading; or
(3) to engage in any transaction, practice, or
course of business which operates or would op-
erate as a fraud or deceit upon the purchaser.
(b) Use of interstate commerce for purpose of of-
fering for sale
It shall be unlawful for any person, by the use
of any means or instruments of transportation
Page 154
TITLE 15—COMMERCE AND TRADE
§ 77r
or communication in interstate commerce or by
the use of the mails, to publish, give publicity
to, or circulate any notice, circular, advertise-
ment, newspaper, article, letter, investment
service, or communication which, though not
purporting to offer a security for sale, describes
such security for a consideration received or to
be received, directly or indirectly, from an
issuer, underwriter, or dealer, without fully dis-
closing the receipt, whether past or prospective,
of such consideration and the amount thereof.
(c) Exemptions of section 77c not applicable to
this section
The exemptions provided in section 77c of this
title shall not apply to