15 U.S.C. § 78l — Registration requirements for securities

Page 283 TITLE 15—COMMERCE AND TRADE § 78l (e) National markets system for security futures products (1) Consultation and cooperation required With respect to security futures products, the Commission and the Commodity Futures Trading Commission shall consult and cooper- ate so that, to the maximum extent prac- ticable, their respective regulatory respon- sibilities may be fulfilled and the rules and regulations applicable to security futures products may foster a national market system for security futures products if the Commis- sion and the Commodity Futures Trading Commission jointly determine that such a sys- tem would be consistent with the congres- sional findings in subsection (a)(1). In accord- ance with this objective, the Commission shall, at least 15 days prior to the issuance for public comment of any proposed rule or regu- lation under this section concerning security futures products, consult and request the views of the Commodity Futures Trading Commission. (2) Application of rules by order of CFTC No rule adopted pursuant to this section shall be applied to any person with respect to the trading of security futures products on an exchange that is registered under section 78f(g) of this title unless the Commodity Fu- tures Trading Commission has issued an order directing that such rule is applicable to such persons. (June 6, 1934, ch. 404, title I, § 11A, as added Pub. L. 94–29, § 7, June 4, 1975, 89 Stat. 111; amended Pub. L. 98–620, title IV, § 402(14), Nov. 8, 1984, 98 Stat. 3358; Pub. L. 100–181, title III, §§ 313, 314, Dec. 4, 1987, 101 Stat. 1256; Pub. L. 106–554, § 1(a)(5) [title II, § 206(c)], Dec. 21, 2000, 114 Stat. 2763, 2763A–430; Pub. L. 112–106, title I, § 106(b), Apr. 5, 2012, 126 Stat. 312; Pub. L. 117–286, § 4(a)(62), Dec. 27, 2022, 136 Stat. 4312.) Editorial Notes REFERENCES IN 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. AMENDMENTS 2022—Subsec. (a)(3)(A). Pub. L. 117–286 substituted ‘‘chapter 10 of title 5 (which shall be in addition to the National Market Advisory Board established pursuant to subsection (d) of this section),’’ for ‘‘the Federal Ad- visory Committee Act (which shall be in addition to the National Market Advisory Board established pursu- ant to subsection (d) of this section)’’. 2012—Subsec. (c)(6). Pub. L. 112–106 added par. (6). 2000—Subsec. (e). Pub. L. 106–554 added subsec. (e). 1987—Subsec. (b)(2). Pub. L. 100–181, § 313(1), sub- stituted ‘‘transactions’’ for ‘‘transaction’’. Subsec. (c)(4). Pub. L. 100–181, § 313(2), struck out ‘‘On or before the ninetieth day following June 4, 1975, the Commission shall (i) report to the Congress the results of its review, including the effects on competition of such rules, and (ii) commence a proceeding in accord- ance with the provisions of section 78s(c) of this title to amend any such rule imposing a burden on competition which does not appear to the Commission to be nec- essary or appropriate in furtherance of the purposes of this chapter. The Commission shall conclude any such proceeding within ninety days of the date of publica- tion of notice of its commencement.’’ Subsec. (e). Pub. L. 100–181, § 314, struck out subsec. (e) which read as follows: ‘‘The Commission is author- ized and directed to make a study of the extent to which persons excluded from the definitions of ‘broker’ and ‘dealer’ maintain accounts on behalf of public cus- tomers for buying and selling securities registered under section 78l of this title and whether such exclu- sions are consistent with the protection of investors and the other purposes of this chapter. The Commission shall report to the Congress, on or before December 31, 1976, the results of its study together with such rec- ommendations for legislation as it deems advisable.’’ 1984—Subsec. (c)(4). Pub. L. 98–620 struck out designa- tion ‘‘(A)’’ after ‘‘(4)’’, and struck out subpar. (B) which provided that review pursuant to section 78y(b) of this title of any rule promulgated by the Commission in ac- cordance with any proceeding commenced pursuant to this paragraph would, except as to causes the court considers of greater importance, take precedence on the docket over all other causes and had to be assigned for consideration at the earliest practicable date and expedited in every way. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1984 AMENDMENT Amendment by Pub. L. 98–620 not applicable to cases pending on Nov. 8, 1984, see section 403 of Pub. L. 98–620, set out as an Effective Date note under section 1657 of Title 28, Judiciary and Judicial Procedure. EFFECTIVE DATE Section effective June 4, 1975, except for subsec. (b) which is effective 180 days after June 4, 1975, see section 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title. TERMINATION OF ADVISORY COMMITTEES Advisory committees established after Jan. 5, 1973, to terminate not later than the expiration of the 2-year period beginning on the date of their establishment, unless, in the case of a committee established by the President or an officer of the Federal Government, such committee is renewed by appropriate action prior to the expiration of such 2-year period, or in the case of a committee established by the Congress, its duration is otherwise provided for by law. See section 1013 of Title 5, Government Organization and Employees. § 78l. Registration requirements for securities (a) General requirement of registration It shall be unlawful for any member, broker, or dealer to effect any transaction in any secu- rity (other than an exempted security) on a na- tional securities exchange unless a registration is effective as to such security for such exchange in accordance with the provisions of this chap- ter and the rules and regulations thereunder. The provisions of this subsection shall not apply in respect of a security futures product traded on a national securities exchange. (b) Procedure for registration; information A security may be registered on a national se- curities exchange by the issuer filing an applica- tion with the exchange (and filing with the Com- mission such duplicate originals thereof as the Commission may require), which application shall contain— (1) Such information, in such detail, as to the issuer and any person directly or indi- rectly controlling or controlled by, or under direct or indirect common control with, the issuer, and any guarantor of the security as to principal or interest or both, as the Commis- Page 284 TITLE 15—COMMERCE AND TRADE § 78l sion may by rules and regulations require, as necessary or appropriate in the public interest or for the protection of investors, in respect of the following: (A) the organization, financial structure, and nature of the business; (B) the terms, position, rights, and privi- leges of the different classes of securities outstanding; (C) the terms on which their securities are to be, and during the preceding three years have been, offered to the public or otherwise; (D) the directors, officers, and under- writers, and each security holder of record holding more than 10 per centum of any class of any equity security of the issuer (other than an exempted security), their re- muneration and their interests in the securi- ties of, and their material contracts with, the issuer and any person directly or indi- rectly controlling or controlled by, or under direct or indirect common control with, the issuer; (E) remuneration to others than directors and officers exceeding $20,000 per annum; (F) bonus and profit-sharing arrangements; (G) management and service contracts; (H) options existing or to be created in re- spect of their securities; (I) material contracts, not made in the or- dinary course of business, which are to be executed in whole or in part at or after the filing of the application or which were made not more than two years before such filing, and every material patent or contract for a material patent right shall be deemed a ma- terial contract; (J) balance sheets for not more than the three preceding fiscal years, certified if re- quired by the rules and regulations of the Commission by a registered public account- ing firm; (K) profit and loss statements for not more than the three preceding fiscal years, cer- tified if required by the rules and regula- tions of the Commission by a registered pub- lic accounting firm; and (L) any further financial statements which the Commission may deem necessary or ap- propriate for the protection of investors. (2) Such copies of articles of incorporation, bylaws, trust indentures, or corresponding documents by whatever name known, under- writing arrangements, and other similar docu- ments of, and voting trust agreements with re- spect to, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer as the Commission may require as necessary or appropriate for the proper protec- tion of investors and to insure fair dealing in the security. (3) Such copies of material contracts, re- ferred to in paragraph (1)(I) above, as the Com- mission may require as necessary or appro- priate for the proper protection of investors and to insure fair dealing in the security. (c) Additional or alternative information If in the judgment of the Commission any in- formation required under subsection (b) is inap- plicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such other informa- tion of comparable character as it may deem ap- plicable to such class of issuers. (d) Effective date of registration; withdrawal of registration If the exchange authorities certify to the Com- mission that the security has been approved by the exchange for listing and registration, the registration shall become effective thirty days after the receipt of such certification by the Commission or within such shorter period of time as the Commission may determine. A secu- rity registered with a national securities ex- change may be withdrawn or stricken from list- ing and registration in accordance with the rules of the exchange and, upon such terms as the Commission may deem necessary to impose for the protection of investors, upon application by the issuer or the exchange to the Commis- sion; whereupon the issuer shall be relieved from further compliance with the provisions of this section and section 78m of this title and any rules or regulations under such sections as to the securities so withdrawn or stricken. An unissued security may be registered only in ac- cordance with such rules and regulations as the Commission may prescribe as necessary or ap- propriate in the public interest or for the pro- tection of investors. (e) Exemption from provisions of section for pe- riod ending not later than July 1, 1935 Notwithstanding the foregoing provisions of this section, the Commission may by such rules and regulations as it deems necessary or appro- priate in the public interest or for the protec- tion of investors, permit securities listed on any exchange at the time the registration of such exchange as a national securities exchange be- comes effective, to be registered for a period ending not later than July 1, 1935, without com- plying with the provisions of this section. (f) Unlisted trading privileges for security origi- nally listed on another national exchange (1)(A) Notwithstanding the preceding sub- sections of this section, any national securities exchange, in accordance with the requirements of this subsection and the rules hereunder, may extend unlisted trading privileges to— (i) any security that is listed and registered on a national securities exchange, subject to subparagraph (B); and (ii) any security that is otherwise registered pursuant to this section, or that would be re- quired to be so registered except for the ex- emption from registration provided in sub- paragraph (B) or (G) of subsection (g)(2), sub- ject to subparagraph (E) of this paragraph. (B) A national securities exchange may not ex- tend unlisted trading privileges to a security de- scribed in subparagraph (A)(i) during such inter- val, if any, after the commencement of an ini- tial public offering of such security, as is or may be required pursuant to subparagraph (C). (C) Not later than 180 days after October 22, 1994, the Commission shall prescribe, by rule or regulation, the duration of the interval referred to in subparagraph (B), if any, as the Commis- Page 285 TITLE 15—COMMERCE AND TRADE § 78l sion determines to be necessary or appropriate for the maintenance of fair and orderly markets, the protection of investors and the public inter- est, or otherwise in furtherance of the purposes of this chapter. Until the earlier of the effective date of such rule or regulation or 240 days after October 22, 1994, such interval shall begin at the opening of trading on the day on which such se- curity commences trading on the national secu- rities exchange with which such security is reg- istered and end at the conclusion of the next day of trading. (D) The Commission may prescribe, by rule or regulation such additional procedures or re- quirements for extending unlisted trading privi- leges to any security as the Commission deems necessary or appropriate for the maintenance of fair and orderly markets, the protection of in- vestors and the public interest, or otherwise in furtherance of the purposes of this chapter. (E) No extension of unlisted trading privileges to securities described in subparagraph (A)(ii) may occur except pursuant to a rule, regulation, or order of the Commission approving such ex- tension or extensions. In promulgating such rule or regulation or in issuing such order, the Com- mission— (i) shall find that such extension or exten- sions of unlisted trading privileges is con- sistent with the maintenance of fair and or- derly markets, the protection of investors and the public interest, and otherwise in further- ance of the purposes of this chapter; (ii) shall take account of the public trading activity in such securities, the character of such trading, the impact of such extension on the existing markets for such securities, and the desirability of removing impediments to and the progress that has been made toward the development of a national market system; and (iii) shall not permit a national securities exchange to extend unlisted trading privileges to such securities if any rule of such national securities exchange would unreasonably im- pair the ability of a dealer to solicit or effect transactions in such securities for its own ac- count, or would unreasonably restrict com- petition among dealers in such securities or between such dealers acting in the capacity of market makers who are specialists and such dealers who are not specialists. (F) An exchange may continue to extend un- listed trading privileges in accordance with this paragraph only if the exchange and the subject security continue to satisfy the requirements for eligibility under this paragraph, including any rules and regulations issued by the Commis- sion pursuant to this paragraph, except that un- listed trading privileges may continue with re- gard to securities which had been admitted on such exchange prior to July 1, 1964, notwith- standing the failure to satisfy such require- ments. If unlisted trading privileges in a secu- rity are discontinued pursuant to this subpara- graph, the exchange shall cease trading in that security, unless the exchange and the subject se- curity thereafter satisfy the requirements of this paragraph and the rules issued hereunder. (G) For purposes of this paragraph— (i) a security is the subject of an initial pub- lic offering if— (I) the offering of the subject security is registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.]; and (II) the issuer of the security, immediately prior to filing the registration statement with respect to the offering, was not subject to the reporting requirements of section 78m or 78o(d) of this title; and (ii) an initial public offering of such security commences at the opening of trading on the day on which such security commences trad- ing on the national securities exchange with which such security is registered. (2)(A) At any time within 60 days of com- mencement of trading on an exchange of a secu- rity pursuant to unlisted trading privileges, the Commission may summarily suspend such un- listed trading privileges on the exchange. Such suspension shall not be reviewable under section 78y of this title and shall not be deemed to be a final agency action for purposes of section 704 of title 5. Upon such suspension— (i) the exchange shall cease trading in the security by the close of business on the date of such suspension, or at such time as the Com- mission may prescribe by rule or order for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter; and (ii) if the exchange seeks to extend unlisted trading privileges to the security, the ex- change shall file an application to reinstate its ability to do so with the Commission pur- suant to such procedures as the Commission may prescribe by rule or order for the mainte- nance of fair and orderly markets, the protec- tion of investors and the public interest, or otherwise in furtherance of the purposes of this chapter. (B) A suspension under subparagraph (A) shall remain in effect until the Commission, by order, grants approval of an application to reinstate, as described in subparagraph (A)(ii). (C) A suspension under subparagraph (A) shall not affect the validity or force of an extension of unlisted trading privileges in effect prior to such suspension. (D) The Commission shall not approve an ap- plication by a national securities exchange to reinstate its ability to extend unlisted trading privileges to a security unless the Commission finds, after notice and opportunity for hearing, that the extension of unlisted trading privileges pursuant to such application is consistent with the maintenance of fair and orderly markets, the protection of investors and the public inter- est, and otherwise in furtherance of the purposes of this chapter. If the application is made to re- instate unlisted trading privileges to a security described in paragraph (1)(A)(ii), the Commis- sion— (i) shall take account of the public trading activity in such security, the character of such trading, the impact of such extension on the existing markets for such a security, and the desirability of removing impediments to and the progress that has been made toward the development of a national market system; and Page 286 TITLE 15—COMMERCE AND TRADE § 78l (ii) shall not grant any such application if any rule of the national securities exchange making application under this subsection would unreasonably impair the ability of a dealer to solicit or effect transactions in such security for its own account, or would unrea- sonably restrict competition among dealers in such security or between such dealers acting in the capacity of marketmakers who are spe- cialists and such dealers who are not special- ists. (3) Notwithstanding paragraph (2), the Com- mission shall by rules and regulations suspend unlisted trading privileges in whole or in part for any or all classes of securities for a period not exceeding twelve months, if it deems such suspension necessary or appropriate in the pub- lic interest or for the protection of investors or to prevent evasion of the purposes of this chap- ter. (4) On the application of the issuer of any se- curity for which unlisted trading privileges on any exchange have been continued or extended pursuant to this subsection, or of any broker or dealer who makes or creates a market for such security, or of any other person having a bona fide interest in the question of termination or suspension of such unlisted trading privileges, or on its own motion, the Commission shall by order terminate, or suspend for a period not ex- ceeding twelve months, such unlisted trading privileges for such security if the Commission finds, after appropriate notice and opportunity for hearing, that such termination or suspension is necessary or appropriate in the public interest or for the protection of investors. (5) In any proceeding under this subsection in which appropriate notice and opportunity for hearing are required, notice of not less than ten days to the applicant in such proceeding, to the issuer of the security involved, to the exchange which is seeking to continue or extend or has continued or extended unlisted trading privi- leges for such security, and to the exchange, if any, on which such security is listed and reg- istered, shall be deemed adequate notice, and any broker or dealer who makes or creates a market for such security, and any other person having a bona fide interest in such proceeding, shall upon application be entitled to be heard. (6) Any security for which unlisted trading privileges are continued or extended pursuant to this subsection shall be deemed to be registered on a national securities exchange within the meaning of this chapter. The powers and duties of the Commission under this chapter shall be applicable to the rules of an exchange in respect of any such security. The Commission may, by such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors, either unconditionally or upon specified terms and conditions, or for stated periods, exempt such securities from the operation of any provision of section 78m, 78n, or 78p of this title. (g) Registration of securities by issuer; exemp- tions (1) Every issuer which is engaged in interstate commerce, or in a business affecting interstate commerce, or whose securities are traded by use of the mails or any means or instrumentality of interstate commerce shall— (A) within 120 days after the last day of its first fiscal year ended on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted secu- rity) held of record by either— (i) 2,000 persons, or (ii) 500 persons who are not accredited in- vestors (as such term is defined by the Com- mission), and (B) in the case of an issuer that is a bank, a savings and loan holding company (as defined in section 1467a of title 12), or a bank holding company, as such term is defined in section 1841 of title 12, not later than 120 days after the last day of its first fiscal year ended after the effective date of this subsection, on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by 2,000 or more persons, register such security by filing with the Com- mission a registration statement (and such cop- ies thereof as the Commission may require) with respect to such security containing such infor- mation and documents as the Commission may specify comparable to that which is required in an application to register a security pursuant to subsection (b) of this section. Each such reg- istration statement shall become effective sixty days after filing with the Commission or within such shorter period as the Commission may di- rect. Until such registration statement becomes effective it shall not be deemed filed for the pur- poses of section 78r of this title. Any issuer may register any class of equity security not re- quired to be registered by filing a registration statement pursuant to the provisions of this paragraph. The Commission is authorized to ex- tend the date upon which any issuer or class of issuers is required to register a security pursu- ant to the provisions of this paragraph. (2) The provisions of this subsection shall not apply in respect of— (A) any security listed and registered on a national securities exchange. (B) any security issued by an investment company registered pursuant to section 80a–8 of this title. (C) any security, other than permanent stock, guaranty stock, permanent reserve stock, or any similar certificate evidencing nonwithdrawable capital, issued by a savings and loan association, building and loan asso- ciation, cooperative bank, homestead associa- tion, or similar institution, which is super- vised and examined by State or Federal au- thority having supervision over any such in- stitution. (D) any security of an issuer organized and operated exclusively for religious, edu- cational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, and no part of the net earnings of which inures to the benefit of any private share- holder or individual; or any security of a fund that is excluded from the definition of an investment company under section 80a–3(c)(10)(B) of this title. Page 287 TITLE 15—COMMERCE AND TRADE § 78l 1 So in original. 2 See References in Text note below. (E) any security of an issuer which is a ‘‘co- operative association’’ as defined in the Agri- cultural Marketing Act, approved June 15, 1929, as amended [12 U.S.C. 1141 et seq.], or a federation of such cooperative associations, if such federation possesses no greater powers or purposes than cooperative associations so de- fined. (F) any security issued by a mutual or coop- erative organization which supplies a com- modity or service primarily for the benefit of its members and operates not for pecuniary profit, but only if the security is part of a class issuable only to persons who purchase commodities or services from the issuer, the security is transferable only to a successor in interest or occupancy of premises serviced or to be served by the issuer, and no dividends are payable to the holder of the security. (G) any security issued by an insurance com- pany if all of the following conditions are met: (i) Such insurance company is required to and does file an annual statement with the Commissioner of Insurance (or other officer or agency performing a similar function) of its domiciliary State, and such annual state- ment conforms to that prescribed by the Na- tional Association of Insurance Commis- sioners or in the determination of such State commissioner, officer or agency substan- tially conforms to that so prescribed. (ii) Such insurance company is subject to regulation by its domiciliary State of prox- ies, consents, or authorizations in respect of securities issued by such company and such regulation conforms to that prescribed by the National Association of Insurance Com- missioners. (iii) After July 1, 1966, the purchase and sales of securities issued by such insurance company by beneficial owners, directors, or officers of such company are subject to regu- lation (including reporting) by its domi- ciliary State substantially in the manner provided in section 78p of this title. (H) any interest or participation in any col- lective trust funds maintained by a bank or in a separate account maintained by an insur- ance company which interest or participation is issued in connection with (i) a stock-bonus, pension, or profit-sharing plan which meets the requirements for qualification under sec- tion 401 of title 26, (ii) an annuity plan which meets the requirements for deduction of the employer’s contribution under section 404(a)(2) of title 26, or (iii) a church plan, company, or account that is excluded from the definition of an investment company under section 80a–3(c)(14) of this title. (3) The Commission may by rules or regula- tions or, on its own motion, after notice and op- portunity for hearing, by order, exempt from this subsection any security of a foreign issuer, including any certificate of deposit for such a security, if the Commission finds that such ex- emption is in the public interest and is con- sistent with the protection of investors. (4) Registration of any class of security pursu- ant to this subsection shall be terminated nine- ty days, or such shorter period as the Commis- sion may determine, after the issuer files a cer- tification with the Commission that the number of holders of record of such class of security is reduced to less than 300 persons, or, in the case of a bank, a savings and loan holding company (as defined in section 1467a of title 12), or a bank holding company, as such term is defined in sec- tion 1841 of title 12, 1,200 persons persons.1 The Commission shall after notice and opportunity for hearing deny termination of registration if it finds that the certification is untrue. Termi- nation of registration shall be deferred pending final determination on the question of denial. (5) For the purposes of this subsection the term ‘‘class’’ shall include all securities of an issuer which are of substantially similar char- acter and the holders of which enjoy substan- tially similar rights and privileges. The Com- mission may for the purpose of this subsection define by rules and regulations the terms ‘‘total assets’’ and ‘‘held of record’’ as it deems nec- essary or appropriate in the public interest or for the protection of investors in order to pre- vent circumvention of the provisions of this sub- section. For purposes of this subsection, a secu- rity futures product shall not be considered a class of equity security of the issuer of the secu- rities underlying the security futures product. For purposes of determining whether an issuer is required to register a security with the Commis- sion pursuant to paragraph (1), the definition of ‘‘held of record’’ shall not include securities held by persons who received the securities pursuant to an employee compensation plan in trans- actions exempted from the registration require- ments of section 5 of the Securities Act of 1933 [15 U.S.C. 77e]. (6) EXCLUSION FOR PERSONS HOLDING CERTAIN SECURITIES.—The Commission shall, by rule, ex- empt, conditionally or unconditionally, securi- ties acquired pursuant to an offering made under section 4(6) 2 of the Securities Act of 1933 [15 U.S.C. 77d(a)(6)] from the provisions of this subsection. (h) Exemption by rules and regulations from cer- tain provisions of section The Commission may by rules and regula- tions, or upon application of an interested per- son, by order, after notice and opportunity for hearing, exempt in whole or in part any issuer or class of issuers from the provisions of sub- section (g) of this section or from section 78m, 78n, or 78o(d) of this title or may exempt from section 78p of this title any officer, director, or beneficial owner of securities of any issuer, any security of which is required to be registered pursuant to subsection (g) hereof, upon such terms and conditions and for such period as it deems necessary or appropriate, if the Commis- sion finds, by reason of the number of public in- vestors, amount of trading interest in the secu- rities, the nature and extent of the activities of the issuer, income or assets of the issuer, or oth- erwise, that such action is not inconsistent with the public interest or the protection of inves- tors. The Commission may, for the purposes of any of the above-mentioned sections or sub- Page 288 TITLE 15—COMMERCE AND TRADE § 78l 3 So in original. Probably should be followed by a comma. sections of this chapter, classify issuers and pre- scribe requirements appropriate for each such class. (i) Securities issued by banks In respect of any securities issued by banks and savings associations the deposits of which are insured in accordance with the Federal De- posit Insurance Act [12 U.S.C. 1811 et seq.], the powers, functions, and duties vested in the Com- mission to administer and enforce this section and sections 78j–1(m), 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title, (1) with respect to national banks and Fed- eral savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation 3 are vested in the Comptroller of the Currency, (2) with respect to all other mem- ber banks of the Federal Reserve System are vested in the Board of Governors of the Federal Reserve System, and (3) with respect to all other insured banks and State savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation, are vested in the Federal Deposit Insurance Corporation. The Comptroller of the Currency, the Board of Gov- ernors of the Federal Reserve System, and the Federal Deposit Insurance Corporation shall have the power to make such rules and regula- tions as may be necessary for the execution of the functions vested in them as provided in this subsection. In carrying out their responsibilities under this subsection, the agencies named in the first sentence of this subsection shall issue sub- stantially similar regulations to regulations and rules issued by the Commission under this sec- tion and sections 78j–1(m), 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title, unless they find that implementation of substantially similar regulations with respect to insured banks and insured institutions are not necessary or appropriate in the public inter- est or for protection of investors, and publish such findings, and the detailed reasons therefor, in the Federal Register. Such regulations of the above-named agencies, or the reasons for failure to publish such substantially similar regula- tions to those of the Commission, shall be pub- lished in the Federal Register within 120 days of October 28, 1974, and, thereafter, within 60 days of any changes made by the Commission in its relevant regulations and rules. (j) Denial, suspension, or revocation of registra- tion; notice and hearing The Commission is authorized, by order, as it deems necessary or appropriate for the protec- tion of investors to deny, to suspend the effec- tive date of, to suspend for a period not exceed- ing twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer, of such security has failed to comply with any provision of this chapter or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or in- strumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence. (k) Trading suspensions; emergency authority (1) Trading suspensions If in its opinion the public interest and the protection of investors so require, the Com- mission is authorized by order— (A) summarily to suspend trading in any security (other than an exempted security) for a period not exceeding 10 business days, and (B) summarily to suspend all trading on any national securities exchange or other- wise, in securities other than exempted secu- rities, for a period not exceeding 90 calendar days. The action described in subparagraph (B) shall not take effect unless the Commission notifies the President of its decision and the President notifies the Commission that the President does not disapprove of such decision. If the ac- tions described in subparagraph (A) or (B) in- volve a security futures product, the Commis- sion shall consult with and consider the views of the Commodity Futures Trading Commis- sion. (2) Emergency orders (A) In general The Commission, in an emergency, may by order summarily take such action to alter, supplement, suspend, or impose require- ments or restrictions with respect to any matter or action subject to regulation by the Commission or a self-regulatory organi- zation under the securities laws, as the Com- mission determines is necessary in the pub- lic interest and for the protection of inves- tors— (i) to maintain or restore fair and or- derly securities markets (other than mar- kets in exempted securities); (ii) to ensure prompt, accurate, and safe clearance and settlement of transactions in securities (other than exempted securi- ties); or (iii) to reduce, eliminate, or prevent the substantial disruption by the emergency of— (I) securities markets (other than mar- kets in exempted securities), investment companies, or any other significant por- tion or segment of such markets; or (II) the transmission or processing of securities transactions (other than transactions in exempted securities). (B) Effective period An order of the Commission under this paragraph shall continue in effect for the pe- riod specified by the Commission, and may be extended. Except as provided in subpara- graph (C), an order of the Commission under this paragraph may not continue in effect for more than 10 business days, including ex- tensions. (C) Extension An order of the Commission under this paragraph may be extended to continue in Page 289 TITLE 15—COMMERCE AND TRADE § 78l effect for more than 10 business days if, at the time of the extension, the Commission finds that the emergency still exists and de- termines that the continuation of the order beyond 10 business days is necessary in the public interest and for the protection of in- vestors to attain an objective described in clause (i), (ii), or (iii) of subparagraph (A). In no event shall an order of the Commission under this paragraph continue in effect for more than 30 calendar days. (D) Security futures If the actions described in subparagraph (A) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission. (E) Exemption In exercising its authority under this para- graph, the Commission shall not be required to comply with the provisions of— (i) section 78s(c) of this title; or (ii) section 553 of title 5. (3) Termination of emergency actions by Presi- dent The President may direct that action taken by the Commission under paragraph (1)(B) or paragraph (2) of this subsection shall not con- tinue in effect. (4) Compliance with orders No member of a national securities ex- change, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any se- curity in contravention of an order of the Commission under this subsection unless such order has been stayed, modified, or set aside as provided in paragraph (5) of this subsection or has ceased to be effective upon direction of the President as provided in paragraph (3). (5) Limitations on review of orders An order of the Commission pursuant to this subsection shall be subject to review only as provided in section 78y(a) of this title. Review shall be based on an examination of all the in- formation before the Commission at the time such order was issued. The reviewing court shall not enter a stay, writ of mandamus, or similar relief unless the court finds, after no- tice and hearing before a panel of the court, that the Commission’s action is arbitrary, ca- pricious, an abuse of discretion, or otherwise not in accordance with law. (6) Consultation Prior to taking any action described in para- graph (1)(B), the Commission shall consult with and consider the views of the Secretary of the Treasury, the Board of Governors of the Federal Reserve System, and the Commodity Futures Trading Commission, unless such con- sultation is impracticable in light of the emer- gency. (7) Definition For purposes of this subsection, the term ‘‘emergency’’ means— (A) a major market disturbance character- ized by or constituting— (i) sudden and excessive fluctuations of securities prices generally, or a substan- tial threat thereof, that threaten fair and orderly markets; or (ii) a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of trans- actions in securities, or a substantial threat thereof; or (B) a major disturbance that substantially disrupts, or threatens to substantially dis- rupt— (i) the functioning of securities markets, investment companies, or any other sig- nificant portion or segment of the securi- ties markets; or (ii) the transmission or processing of se- curities transactions. (l) Issuance of any security in contravention of rules and regulations; application to annuity contracts and variable life policies It shall be unlawful for an issuer, any class of whose securities is registered pursuant to this section or would be required to be so registered except for the exemption from registration pro- vided by subsection (g)(2)(B) or (g)(2)(G) of this section, by the use of any means or instrumen- tality of interstate commerce, or of the mails, to issue, either originally or upon transfer, any of such securities in a form or with a format which contravenes such rules and regulations as the Commission may prescribe as necessary or appropriate for the prompt and accurate clear- ance and settlement of transactions in securi- ties. The provisions of this subsection shall not apply to variable annuity contracts or variable life policies issued by an insurance company or its separate accounts. (June 6, 1934, ch. 404, title I, § 12, 48 Stat. 892; May 27, 1936, ch. 462, § 1, 49 Stat. 1375; Aug. 10, 1954, ch. 667, title II, § 202, 68 Stat. 686; Pub. L. 88–467, § 3, Aug. 20, 1964, 78 Stat. 565; Pub. L. 90–439, § 1, July 29, 1968, 82 Stat. 454; Pub. L. 91–547, § 28(c), Dec. 14, 1970, 84 Stat. 1435; Pub. L. 93–495, title I, § 105(b), Oct. 28, 1974, 88 Stat. 1503; Pub. L. 94–29, §§ 8, 9, June 4, 1975, 89 Stat. 117, 118; Pub. L. 99–514, § 2, Oct. 22, 1986, 100 Stat. 2095; Pub. L. 100–181, title III, § 314, Dec. 4, 1987, 101 Stat. 1256; Pub. L. 101–73, title VII, § 744(u)(2), Aug. 9, 1989, 103 Stat. 441; Pub. L. 101–432, § 2, Oct. 16, 1990, 104 Stat. 963; Pub. L. 103–389, § 2, Oct. 22, 1994, 108 Stat. 4081; Pub. L. 104–62, § 4(d), Dec. 8, 1995, 109 Stat. 685; Pub. L. 106–554, § 1(a)(5) [title II, §§ 206(e), 208(b)(1), (2)], Dec. 21, 2000, 114 Stat. 2763, 2763A–431, 2763A–435; Pub. L. 107–204, § 3(b)(4), title II, § 205(c)(1), July 30, 2002, 116 Stat. 749, 774; Pub. L. 108–359, § 1(c)(2), Oct. 25, 2004, 118 Stat. 1666; Pub. L. 108–386, § 8(f)(4), Oct. 30, 2004, 118 Stat. 2232; Pub. L. 108–458, title VII, § 7803(b), (c), Dec. 17, 2004, 118 Stat. 3861, 3862; Pub. L. 111–203, title III, § 376(2), title IX, § 986(a)(2), July 21, 2010, 124 Stat. 1569, 1935; Pub. L. 112–106, title III, § 303(a), title V, §§ 501, 502, title VI, § 601(a), Apr. 5, 2012, 126 Stat. 321, 325, 326; Pub. L. 114–94, div. G, title LXXXV, § 85001(1), Dec. 4, 2015, 129 Stat. 1797.) Page 290 TITLE 15—COMMERCE AND TRADE § 78l Editorial Notes REFERENCES IN TEXT This chapter, referred to in subsecs. (a), (f), and (j), was in the original ‘‘this title’’. See References in Text note set out under section 78a of this title. The Securities Act of 1933, referred to in subsec. (f)(1)(G)(i)(I), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classifica- tion of this Act to the Code, see section 77a of this title and Tables. The effective date of this subsection, referred to in subsec. (g)(1)(B), probably means the date of enactment of Pub. L. 112–106, which amended subsec. (g) of this section and was approved Apr. 5, 2012. The Agricultural Marketing Act, approved June 15, 1929, as amended, referred to in subsec. (g)(2)(E), is act June 15, 1929, ch. 24, 46 Stat. 11, which is classified gen- erally to chapter 7A (§ 1141 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see section 1141j(e) of Title 12 and Tables. Section 4(6) of the Securities Act of 1933, referred to in subsec. (g)(6), was redesignated section 4(a)(6) of that Act by Pub. L. 112–106, title II, § 201(b)(1), (c)(1), Apr. 5, 2012, 126 Stat. 314, and is classified to section 77d(a)(6) of this title. The Federal Deposit Insurance Act, referred to in subsec. (i), is act Sept. 21, 1950, ch. 967, § 2, 64 Stat. 873, which is classified generally to chapter 16 (§ 1811 et seq.) of Title 12, Banks and Banking. For complete classi- fication of this Act to the Code, see Short Title note set out under section 1811 of Title 12 and Tables. AMENDMENTS 2015—Subsec. (g)(1)(B). Pub. L. 114–94, § 85001(1)(A), in- serted ‘‘, a savings and loan holding company (as de- fined in section 1467a of title 12),’’ after ‘‘is a bank’’. Subsec. (g)(4). Pub. L. 114–94, § 85001(1)(B), inserted ‘‘, a savings and loan holding company (as defined in section 1467a of title 12),’’ after ‘‘case of a bank’’. 2012—Subsec. (g)(1)(A). Pub. L. 112–106, § 501, amended subpar. (A) generally. Prior to amendment, subpar. (A) read as follows: ‘‘within one hundred and twenty days after the last day of its first fiscal year ended after July 1, 1964, on which the issuer has total assets exceed- ing $1,000,000 and a class of equity security (other than an exempted security) held of record by seven hundred and fifty or more persons; and’’. Subsec. (g)(1)(B). Pub. L. 112–106, § 601(a)(1), amended subpar. (B) generally. Prior to amendment, subpar. (B) read as follows: ‘‘within one hundred and twenty days after the last day of its first fiscal year ended after two years from July 1, 1964, on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by five hundred or more but less than seven hundred and fifty persons,’’. Subsec. (g)(4). Pub. L. 112–106, § 601(a)(2), substituted ‘‘300 persons, or, in the case of a bank or a bank holding company, as such term is defined in section 1841 of title 12, 1,200 persons’’ for ‘‘three hundred’’. Subsec. (g)(5). Pub. L. 112–106, § 502, which directed that subsec. (g)(5) ‘‘as amended by section 302’’ of Pub. L. 112–106 be amended ‘‘in subparagraph (A)’’ by insert- ing at end ‘‘For purposes of determining whether an issuer is required to register a security with the Com- mission pursuant to paragraph (1), the definition of ‘held of record’ shall not include securities held by per- sons who received the securities pursuant to an em- ployee compensation plan in transactions exempted from the registration requirements of section 5 of the Securities Act of 1933.’’, was executed by making the insertion at end of par. (5) to reflect the probable intent of Congress. Section 302 of Pub. L. 112–106 did not amend this section, and subsec. (g)(5) does not contain subpars. Subsec. (g)(6). Pub. L. 112–106, § 303(a), added par. (6). 2010—Subsec. (i). Pub. L. 111–203, § 376(2)(C), sub- stituted ‘‘and the Federal Deposit Insurance Corpora- tion’’ for ‘‘the Federal Deposit Insurance Corporation, and the Office of Thrift Supervision’’ in second sen- tence. Subsec. (i)(1). Pub. L. 111–203, § 376(2)(A), inserted ‘‘and Federal savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation’’ after ‘‘national banks’’. Subsec. (i)(3), (4). Pub. L. 111–203, § 376(2)(B), sub- stituted ‘‘and (3) with respect to all other insured banks and State savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation, are vested in the Federal Deposit Insur- ance Corporation’’ for ‘‘(3) with respect to all other in- sured banks are vested in the Federal Deposit Insur- ance Corporation, and (4) with respect to savings asso- ciations the accounts of which are insured by the Fed- eral Deposit Insurance Corporation are vested in the Office of Thrift Supervision’’. Subsec. (k)(7). Pub. L. 111–203, § 986(a)(2), amended par. (7) generally. Prior to amendment, par. (7) con- tained similar provisions defining the term ‘‘emer- gency’’ and provided that, notwithstanding section 78c(a)(47) of this title, the term ‘‘securities laws’’ did not include the Public Utility Holding Company Act of 1935. 2004—Subsec. (g)(2)(H)(iii). Pub. L. 108–359 added cl. (iii). Subsec. (i)(1). Pub. L. 108–386 struck out ‘‘and banks operating under the Code of Law for the District of Co- lumbia’’ after ‘‘national banks’’. Subsec. (k)(2). Pub. L. 108–458, § 7803(b)(1), amended par. (2) generally. Prior to amendment, par. (2) pro- vided Commission authority to make emergency or- ders. Subsec. (k)(6), (7). Pub. L. 108–458, § 7803(c), added pars. (6) and (7) and struck out heading and text of former par. (6). Text read as follows: ‘‘For purposes of this subsection, the term ‘emergency’ means a major market disturbance characterized by or constituting— ‘‘(A) sudden and excessive fluctuations of securities prices generally, or a substantial threat thereof, that threaten fair and orderly markets, or ‘‘(B) a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of securities, or a substantial threat thereof.’’ 2002—Subsec. (b)(1)(J), (K). Pub. L. 107–204, § 205(c)(1), substituted ‘‘a registered public accounting firm’’ for ‘‘independent public accountants’’. Subsec. (i). Pub. L. 107–204, § 3(b)(4)(B), substituted ‘‘and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title,’’ for ‘‘and 78p of this title,’’ in two places. Pub. L. 107–204, § 3(b)(4)(A), substituted ‘‘this section and sections 78j–1(m), 78m’’ for ‘‘this section and sec- tions 78m’’ in two places. 2000—Subsec. (a). Pub. L. 106–554, § 1(a)(5) [title II, § 208(b)(1)], inserted at end ‘‘The provisions of this sub- section shall not apply in respect of a security futures product traded on a national securities exchange.’’ Subsec. (g)(5). Pub. L. 106–554, § 1(a)(5) [title II, § 208(b)(2)], inserted at end ‘‘For purposes of this sub- section, a security futures product shall not be consid- ered a class of equity security of the issuer of the secu- rities underlying the security futures product.’’ Subsec. (k)(1). Pub. L. 106–554, § 1(a)(5) [title II, § 206(e)(1)], inserted at end ‘‘If the actions described in subparagraph (A) or (B) involve a security futures prod- uct, the Commission shall consult with and consider the views of the Commodity Futures Trading Commis- sion.’’ Subsec. (k)(2)(B). Pub. L. 106–554, § 1(a)(5) [title II, § 206(e)(2)], inserted after first sentence ‘‘If the actions described in subparagraph (A) involve a security fu- tures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.’’ 1995—Subsec. (g)(2)(D). Pub. L. 104–62 inserted before period at end ‘‘; or any security of a fund that is ex- cluded from the definition of an investment company under section 80a–3(c)(10)(B) of this title’’. Page 291 TITLE 15—COMMERCE AND TRADE § 78l 1994—Subsec. (f)(1), (2). Pub. L. 103–389, § 2(a), added pars. (1) and (2) and struck out former pars. (1) and (2) which related to extension of unlisted trading privi- leges for securities originally listed on another na- tional exchange and approval process for application for extension of such privileges, respectively. Subsec. (f)(3). Pub. L. 103–389, § 2(b), substituted ‘‘Not- withstanding paragraph (2), the Commission’’ for ‘‘The Commission’’. 1990—Subsec. (k). Pub. L. 101–432 amended subsec. (k) generally. Prior to amendment, subsec. (k) read as fol- lows: ‘‘If in its opinion the public interest and the pro- tection of investors so require, the Commission is au- thorized summarily to suspend trading in any security (other than an exempted security) for a period not ex- ceeding ten days, or with the approval of the President, summarily to suspend all trading on any national secu- rities exchange or otherwise, in securities other than exempted securities, for a period not exceeding ninety days. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to ef- fect any transaction in, or to induce the purchase or sale of, any security in which trading is so suspended.’’ 1989—Subsec. (i). Pub. L. 101–73, in first sentence, in- serted ‘‘and savings associations’’ after ‘‘securities issued by banks’’, struck out ‘‘or institutions the ac- counts of which are insured by the Federal Savings and Loan Insurance Corporation’’ before ‘‘, the powers, functions, and duties’’, inserted new cl. (4) and struck out former cl. (4) which read ‘‘with respect to institu- tions the accounts of which are insured by the Federal Savings and Loan Insurance Corporation are vested in the Federal Home Loan Bank Board’’, and, in second sentence, substituted ‘‘Office of Thrift Supervision’’ for ‘‘Federal Home Loan Bank Board’’. 1987—Subsec. (m). Pub. L. 100–181 struck out subsec. (m) which read as follows: ‘‘The Commission is author- ized and directed to make a study and investigation of the practice of recording the ownership of securities in the records of the issuer in other than the name of the beneficial owner of such securities to determine (1) whether such practice is consistent with the purposes of this chapter, with particular reference to subsection (g) of this section and sections 78m, 78n, 78o(d), 78p, and 78q–1 of this title, and (2) whether steps can be taken to facilitate communications between issuers and the ben- eficial owners of their securities while at the same time retaining the benefits of such practice. The Com- mission shall report to the Congress its preliminary findings within six months after June 4, 1975, and its final conclusions and recommendations within one year of such date.’’ 1986—Subsec. (g)(2)(H). Pub. L. 99–514 substituted ‘‘In- ternal Revenue Code of 1986’’ for ‘‘Internal Revenue Code of 1954’’, which for purposes of codification was translated as ‘‘title 26’’ thus requiring no change in text. 1975—Subsec. (f)(1). Pub. L. 94–29, § 8(1), added subpar. (C) and in provisions following subpar. (C), substituted ‘‘is based’’ for ‘‘was originally based’’ and ‘‘remains listed and registered on a national securities exchange’’ for ‘‘shall remain listed and registered on any other na- tional securities exchange’’. Subsec. (f)(2). Pub. L. 94–29, § 8(1), substituted ‘‘after notice and opportunity for hearing’’ for ‘‘after appro- priate notice and opportunity for hearing’’ and ‘‘con- sistent with the maintenance of fair and orderly mar- kets and the protection of investors’’ for ‘‘necessary or appropriate in the public interest or for the protection of investors’’ in existing provisions and added the enu- meration of matters to be taken into account by the Commission in considering an application for the ex- tension of unlisted trading privileges to a security not listed and registered on a national securities exchange. Subsec. (f)(6). Pub. L. 94–29, § 8(2), substituted ‘‘this chapter’’ for ‘‘section 78s(b) of this title’’. Subsecs. (j) to (m). Pub. L. 94–29, § 9, added subsecs. (j) to (m). 1974—Subsec. (i). Pub. L. 93–495 added coverage of in- stitutions insured by the Federal Savings and Loan In- surance Corporation, cl. (4), and provisions authorizing the Federal Home Loan Bank Board to promulgate nec- essary rules and regulations, and substituted provisions relating to issuance of regulations in order to imple- ment agency responsibility under this subsec. for provi- sions relating to the binding effect of rules, regula- tions, forms or orders issued or adopted by the Commis- sion pursuant to this chapter. 1970—Subsec. (g)(2)(H). Pub. L. 91–547 added subpar. (H). 1968—Subsec. (i). Pub. L. 90–439 inserted ‘‘78n(d), 78n(f),’’ after ‘‘78n(c)’’. 1964—Subsec. (b)(1)(I) to (L). Pub. L. 88–467, § 3(a)(1), (2), added subpar. (I) and redesignated former subpars. (I) to (K) as (J) to (L), respectively. Subsec. (b)(3). Pub. L. 88–467, § 3(a)(3), added par. (3). Subsec. (f)(1). Pub. L. 88–467, § 3(b), designated first par. as (1), redesignated cl. (1) as cl. (A) and substituted therein ‘‘July 1, 1964’’ for ‘‘March 1, 1934’’, redesignated cl. (2) as cl. (B) and struck out the provision for con- tinuation of unlisted trading privileges, which is now incorporated in concluding sentence, and struck out cl. (3) which permitted a national security exchange to ex- tend unlisted trading privileges to any security in re- spect to which there was available information sub- stantially equivalent to that available in respect to a security duly listed and registered on a national securi- ties exchange, so long as the registration statement was effective and the reports and data continued to be filed. Subsec. (f)(2). Pub. L. 88–467, § 3(b), designated first sentence of second par. as (2) and substituted therein ‘‘finds, after appropriate notice and opportunity for hearing, that the extension’’ for ‘‘finds that the con- tinuation or extension’’, and struck out second through sixth sentences of such second par. which related as fol- lows: the second sentence, to notice and opportunity for hearing, now incorporated in par. (2); the third sen- tence, to conditions (respecting sufficiently widespread public distribution and sufficient public trading activ- ity) for approval of application to extend unlisted trad- ing privileges to any security pursuant to former clauses (2) and (3) of subsec. (f); the fourth sentence, to terms and conditions (subjecting issuer, officers, and directors of issuer, and beneficial owners of more than 10 per centum of the securities to duties equivalent to duties if the securities were registered on a national se- curity exchange) for approval of application to extend unlisted trading privileges to any security pursuant to former clause (3) of subsec. (f); the fifth sentence, to re- quirement for differentiation by national security ex- changes between quotations or transactions in listed securities and in securities with unlisted trading privi- leges, now covered by section 78s(b) of this title; the sixth sentence, to grouping under separate headings of quotations or transactions in listed securities and in securities with unlisted trading privileges, in the publi- cation of quotations or transactions. Subsec. (f)(3). Pub. L. 88–467, § 3(b), designated third par. as (3). Subsec. (f)(4). Pub. L. 88–467, § 3(b), designated second sentence of fourth par. as (4), struck out ‘‘by reason of inadequate public distribution of such security in the vicinity of said exchange, or by reason of inadequate public trading activity or of the character of trading therein on said exchange,’’ before ‘‘such termination or suspension is necessary’’, and struck out first sentence of fourth par. which provided for the termination under certain conditions of unlisted trading privileges contin- ued for any security pursuant to former cl. (1) of sub- sec. (f), now incorporated in par. (1)(A) of subsec. (f). Subsec. (f)(5), (6). Pub. L. 88–467, § 3(b), designated fifth and sixth pars. as (5) and (6). Subsecs. (g) to (i). Pub. L. 88–467, § 3(c)–(e), added sub- secs. (g) to (i). 1954—Subsec. (d). Act Aug. 10, 1954, repealed last sen- tence requiring that rules and regulations limit the registration of unissued security to specified cases. 1936—Subsec. (f). Act May 27, 1936, amended first par. and added subsequent pars. Page 292 TITLE 15—COMMERCE AND TRADE § 78l–1 Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2010 AMENDMENT Amendment by section 986(a)(2) of Pub. L. 111–203 ef- fective 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. Amendment by section 376(2) of Pub. L. 111–203 effec- tive on the transfer date, see section 351 of Pub. L. 111–203, set out as a note under section 906 of Title 2, The Congress. EFFECTIVE DATE OF 2004 AMENDMENT Amendment by Pub. L. 108–386 effective Oct. 30, 2004, and, except as otherwise provided, applicable with re- spect to fiscal year 2005 and each succeeding fiscal year, see sections 8(i) and 9 of Pub. L. 108–386, set out as notes under section 321 of Title 12, Banks and Bank- ing. EFFECTIVE DATE OF 1995 AMENDMENT Amendment by Pub. L. 104–62 applicable as defense to any claim in administrative and judicial actions pend- ing on or commenced after Dec. 8, 1995, that any person, security, interest, or participation of type described in Pub. L. 104–62 is subject to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any State statute or regulation preempted as provided in section 80a–3a of this title, except as spe- cifically provided in such statutes, see section 7 of Pub. L. 104–62, set out as a note under section 77c of this title. EFFECTIVE DATE OF 1975 AMENDMENT 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. EFFECTIVE DATE OF 1970 AMENDMENT Amendment by Pub. L. 91–547 effective Dec. 14, 1970, see section 30 of Pub. L. 91–547, set out as a note under section 80a–52 of this title. EFFECTIVE DATE OF 1964 AMENDMENT Amendment by section 3(a), (c) of Pub. L. 88–467 effec- tive July 1, 1964, and amendment by section 3(b), (d), (e) of Pub. L. 88–467 effective Aug. 20, 1964, see section 13 of Pub. L. 88–467, set out as a note under section 78c of this title. EFFECTIVE DATE OF 1954 AMENDMENT Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under section 77b of this title. RULEMAKING Pub. L. 112–106, title III, § 303(b), Apr. 5, 2012, 126 Stat. 321, provided that: ‘‘The [Securities and Exchange] Commission shall issue a rule to carry out section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78c) [probably should be 15 U.S.C. 78l(g)(6)], as added by this section, not later than 270 days after the date of enactment of this Act [Apr. 5, 2012].’’ Pub. L. 112–106, title V, § 503, Apr. 5, 2012, 126 Stat. 326, provided that: ‘‘The Securities and Exchange Commis- sion shall revise the definition of ‘held of record’ pursu- ant to section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) to implement the amendment made by section 502 [amending this section]. The Com- mission shall also adopt safe harbor provisions that issuers can follow when determining whether holders of their securities received the securities pursuant to an employee compensation plan in transactions that were exempt from the registration requirements of section 5 of the Securities Act of 1933 [15 U.S.C. 77e].’’ Pub. L. 112–106, title VI, § 602, Apr. 5, 2012, 126 Stat. 327, provided that: ‘‘Not later than 1 year after the date of enactment of this Act [Apr. 5, 2012], the Securities and Exchange Commission shall issue final regulations to implement this title [amending this section and sec- tion 78o of this title] and the amendments made by this title.’’ ADDITIONAL DISCLOSURE REQUIREMENTS Pub. L. 111–203, title IX, § 953(b), July 21, 2010, 124 Stat. 1904, as amended by Pub. L. 112–106, title I, § 102(a)(3), Apr. 5, 2012, 126 Stat. 309, provided that: ‘‘(1) IN GENERAL.—The Commission shall amend sec- tion 229.402 of title 17, Code of Federal Regulations, to require each issuer, other than an emerging growth company, as that term is defined in section 3(a) of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)], to disclose in any filing of the issuer described in section 229.10(a) of title 17, Code of Federal Regulations (or any successor thereto)— ‘‘(A) the median of the annual total compensation of all employees of the issuer, except the chief execu- tive officer (or any equivalent position) of the issuer; ‘‘(B) the annual total compensation of the chief ex- ecutive officer (or any equivalent position) of the issuer; and ‘‘(C) the ratio of the amount described in subpara- graph (A) to the amount described in subparagraph (B). ‘‘(2) TOTAL COMPENSATION.—For purposes of this sub- section, the total compensation of an employee of an issuer shall be determined in accordance with section 229.402(c)(2)(x) of title 17, Code of Federal Regulations, as in effect on the day before the date of enactment of this Act [July 21, 2010].’’ [For definitions of ‘‘Commission’’ and ‘‘issuer’’ as used in section 953(b) of Pub. L. 111–203, set out above, see section 5301 of Title 12, Banks and Banking.] Executive Documents TRANSFER OF FUNCTIONS 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. § 78l–1. Applications for unlisted trading privi- leges 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 there- under shall be deemed to have been filed and ap- proved pursuant to clause (1) of said subsection (f). (May 27, 1936, ch. 462, § 2, 49 Stat. 1377.) Editorial Notes CODIFICATION Section was not enacted as a part of the Securities Exchange Act of 1934 which comprises this chapter. § 78m. Periodical and other reports (a) Reports by issuer of security; contents Every issuer of a security registered pursuant to section 78l of this title shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protec- tion of investors and to insure fair dealing in the security—