15 U.S.C. § 78o — Registration and regulation of brokers and

Page 320 TITLE 15—COMMERCE AND TRADE § 78o translated as meaning the date of enactment of Pub. L. 111–203, which enacted this section, to reflect the prob- able intent of Congress. Statutory Notes and Related Subsidiaries EFFECTIVE DATE Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking. § 78o. Registration and regulation of brokers and dealers (a) Registration of all persons utilizing exchange facilities to effect transactions; exemptions (1) It shall be unlawful for any broker or deal- er which is either a person other than a natural person or a natural person not associated with a broker or dealer which is a person other than a natural person (other than such a broker or dealer whose business is exclusively intrastate and who does not make use of any facility of a national securities exchange) to make use of the mails or any means or instrumentality of inter- state commerce to effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security (other than an exempted se- curity or commercial paper, bankers’ accept- ances, or commercial bills) unless such broker or dealer is registered in accordance with sub- section (b) of this section. (2) The Commission, by rule or order, as it deems consistent with the public interest and the protection of investors, may conditionally or unconditionally exempt from paragraph (1) of this subsection any broker or dealer or class of brokers or dealers specified in such rule or order. (b) Manner of registration of brokers and dealers (1) A broker or dealer may be registered by fil- ing with the Commission an application for reg- istration in such form and containing such in- formation and documents concerning such broker or dealer and any persons associated with such broker or dealer as the Commission, by rule, may prescribe as necessary or appropriate in the public interest or for the protection of in- vestors. Within forty-five days of the date of the filing of such application (or within such longer period as to which the applicant consents), the Commission shall— (A) by order grant registration, or (B) institute proceedings to determine whether registration should be denied. Such proceedings shall include notice of the grounds for denial under consideration and oppor- tunity for hearing and shall be concluded within one hundred twenty days of the date of the filing of the application for registration. At the conclusion of such proceedings, the Commission, by order, shall grant or deny such registration. The Commission may ex- tend the time for conclusion of such pro- ceedings for up to ninety days if it finds good cause for such extension and publishes its rea- sons for so finding or for such longer period as to which the applicant consents. The Commission shall grant such registration if the Commission finds that the requirements of this section are satisfied. The order granting registration shall not be effective until such broker or dealer has become a member of a reg- istered securities association, or until such broker or dealer has become a member of a na- tional securities exchange, if such broker or dealer effects transactions solely on that ex- change, unless the Commission has exempted such broker or dealer, by rule or order, from such membership. The Commission shall deny such registration if it does not make such a finding or if it finds that if the applicant were so registered, its registration would be subject to suspension or revocation under paragraph (4) of this subsection. (2)(A) An application for registration of a broker or dealer to be formed or organized may be made by a broker or dealer to which the broker or dealer to be formed or organized is to be the successor. Such application, in such form as the Commission, by rule, may prescribe, shall contain such information and documents con- cerning the applicant, the successor, and any persons associated with the applicant or the suc- cessor, as the Commission, by rule, may pre- scribe as necessary or appropriate in the public interest or for the protection of investors. The grant or denial of registration to such an appli- cant shall be in accordance with the procedures set forth in paragraph (1) of this subsection. If the Commission grants such registration, the registration shall terminate on the forty-fifth day after the effective date thereof, unless prior thereto the successor shall, in accordance with such rules and regulations as the Commission may prescribe, adopt the application for reg- istration as its own. (B) Any person who is a broker or dealer solely by reason of acting as a municipal securities dealer or municipal securities broker, who so acts through a separately identifiable depart- ment or division, and who so acted in such a manner on June 4, 1975, may, in accordance with such terms and conditions as the Commission, by rule, prescribes as necessary and appropriate in the public interest and for the protection of investors, register such separately identifiable department or division in accordance with this subsection. If any such department or division is so registered, the department or division and not such person himself shall be the broker or dealer for purposes of this chapter. (C) Within six months of the date of the grant- ing of registration to a broker or dealer, the Commission, or upon the authorization and di- rection of the Commission, a registered securi- ties association or national securities exchange of which such broker or dealer is a member, shall conduct an inspection of the broker or dealer to determine whether it is operating in conformity with the provisions of this chapter and the rules and regulations thereunder: Pro- vided, however, That the Commission may delay such inspection of any class of brokers or deal- ers for a period not to exceed six months. (3) Any provision of this chapter (other than section 78e of this title and subsection (a) of this section) which prohibits any act, practice, or course of business if the mails or any means or instrumentality of interstate commerce is used in connection therewith shall also prohibit any Page 321 TITLE 15—COMMERCE AND TRADE § 78o 1 So in original. such act, practice, or course of business by any registered broker or dealer or any person acting on behalf of such a broker or dealer, irrespective of any use of the mails or any means or instru- mentality of interstate commerce in connection therewith. (4) The Commission, by order, shall censure, place limitations on the activities, functions, or operations of, suspend for a period not exceeding twelve months, or revoke the registration of any broker or dealer if it finds, on the record after notice and opportunity for hearing, that such censure, placing of limitations, suspension, or revocation is in the public interest and that such broker or dealer, whether prior or subse- quent to becoming such, or any person associ- ated with such broker or dealer, whether prior or subsequent to becoming so associated— (A) has willfully made or caused to be made in any application for registration or report required to be filed with the Commission or with any other appropriate regulatory agency under this chapter, or in any proceeding before the Commission with respect to registration, any statement which was at the time and in the light of the circumstances under which it was made false or misleading with respect to any material fact, or has omitted to state in any such application or report any material fact which is required to be stated therein. (B) has been convicted within ten years pre- ceding the filing of any application for reg- istration or at any time thereafter of any fel- ony or misdemeanor or of a substantially equivalent crime by a foreign court of com- petent jurisdiction which the Commission finds— (i) involves the purchase or sale of any se- curity, the taking of a false oath, the mak- ing of a false report, bribery, perjury, bur- glary, any substantially equivalent activity however denominated by the laws of the rel- evant foreign government, or conspiracy to commit any such offense; (ii) arises out of the conduct of the busi- ness of a broker, dealer, municipal securities dealer municipal advisor,,1 government secu- rities broker, government securities dealer, investment adviser, bank, insurance com- pany, fiduciary, transfer agent, nationally recognized statistical rating organization, foreign person performing a function sub- stantially equivalent to any of the above, or entity or person required to be registered under the Commodity Exchange Act (7 U.S.C. 1 et seq.) or any substantially equiva- lent foreign statute or regulation; (iii) involves the larceny, theft, robbery, extortion, forgery, counterfeiting, fraudu- lent concealment, embezzlement, fraudulent conversion, or misappropriation of funds, or securities, or substantially equivalent activ- ity however denominated by the laws of the relevant foreign government; or (iv) involves the violation of section 152, 1341, 1342, or 1343 or chapter 25 or 47 of title 18 or a violation of a substantially equiva- lent foreign statute. (C) is permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction from acting as an in- vestment adviser, underwriter, broker, dealer, municipal securities dealer municipal advi- sor,,1 government securities broker, govern- ment securities dealer, security-based swap dealer, major security-based swap participant, transfer agent, nationally recognized statis- tical rating organization, foreign person per- forming a function substantially equivalent to any of the above, or entity or person required to be registered under the Commodity Ex- change Act or any substantially equivalent foreign statute or regulation, or as an affili- ated person or employee of any investment company, bank, insurance company, foreign entity substantially equivalent to any of the above, or entity or person required to be reg- istered under the Commodity Exchange Act or any substantially equivalent foreign statute or regulation, or from engaging in or con- tinuing any conduct or practice in connection with any such activity, or in connection with the purchase or sale of any security. (D) has willfully violated any provision of the Securities Act of 1933 [15 U.S.C. 77a et seq.], the Investment Advisers Act of 1940 [15 U.S.C. 80b–1 et seq.], the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], the Com- modity Exchange Act, this chapter, the rules or regulations under any of such statutes, or the rules of the Municipal Securities Rule- making Board, or is unable to comply with any such provision. (E) has willfully aided, abetted, counseled, commanded, induced, or procured the viola- tion by any other person of any provision of the Securities Act of 1933, the Investment Ad- visers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act, this chapter, the rules or regulations under any of such statutes, or the rules of the Municipal Securities Rulemaking Board, or has failed reasonably to supervise, with a view to pre- venting violations of the provisions of such statutes, rules, and regulations, another per- son who commits such a violation, if such other person is subject to his supervision. For the purposes of this subparagraph (E) no per- son shall be deemed to have failed reasonably to supervise any other person, if— (i) there have been established procedures, and a system for applying such procedures, which would reasonably be expected to pre- vent and detect, insofar as practicable, any such violation by such other person, and (ii) such person has reasonably discharged the duties and obligations incumbent upon him by reason of such procedures and system without reasonable cause to believe that such procedures and system were not being complied with. (F) is subject to any order of the Commis- sion barring or suspending the right of the per- son to be associated with a broker, dealer, se- curity-based swap dealer, or a major security- based swap participant; (G) has been found by a foreign financial reg- ulatory authority to have— (i) made or caused to be made in any appli- cation for registration or report required to be filed with a foreign financial regulatory Page 322 TITLE 15—COMMERCE AND TRADE § 78o authority, or in any proceeding before a for- eign financial regulatory authority with re- spect to registration, any statement that was at the time and in the light of the cir- cumstances under which it was made false or misleading with respect to any material fact, or has omitted to state in any applica- tion or report to the foreign financial regu- latory authority any material fact that is required to be stated therein; (ii) violated any foreign statute or regula- tion regarding transactions in securities, or contracts of sale of a commodity for future delivery, traded on or subject to the rules of a contract market or any board of trade; (iii) aided, abetted, counseled, commanded, induced, or procured the violation by any person of any provision of any statutory pro- visions enacted by a foreign government, or rules or regulations thereunder, empowering a foreign financial regulatory authority re- garding transactions in securities, or con- tracts of sale of a commodity for future de- livery, traded on or subject to the rules of a contract market or any board of trade, or has been found, by a foreign financial regu- latory authority, to have failed reasonably to supervise, with a view to preventing vio- lations of such statutory provisions, rules, and regulations, another person who com- mits such a violation, if such other person is subject to his supervision; or (H) is subject to any final order of a State securities commission (or any agency or offi- cer performing like functions), State author- ity that supervises or examines banks, savings associations, or credit unions, State insurance commission (or any agency or office per- forming like functions), an appropriate Fed- eral banking agency (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(q))), or the National Credit Union Admin- istration, that— (i) bars such person from association with an entity regulated by such commission, au- thority, agency, or officer, or from engaging in the business of securities, insurance, banking, savings association activities, or credit union activities; or (ii) constitutes a final order based on vio- lations of any laws or regulations that pro- hibit fraudulent, manipulative, or deceptive conduct. (5) Pending final determination whether any registration under this subsection shall be re- voked, the Commission, by order, may suspend such registration, if such suspension appears to the Commission, after notice and opportunity for hearing, to be necessary or appropriate in the public interest or for the protection of inves- tors. Any registered broker or dealer may, upon such terms and conditions as the Commission deems necessary or appropriate in the public in- terest or for the protection of investors, with- draw from registration by filing a written notice of withdrawal with the Commission. If the Com- mission finds that any registered broker or deal- er is no longer in existence or has ceased to do business as a broker or dealer, the Commission, by order, shall cancel the registration of such broker or dealer. (6)(A) With respect to any person who is asso- ciated, who is seeking to become associated, or, at the time of the alleged misconduct, who was associated or was seeking to become associated with a broker or dealer, or any person partici- pating, or, at the time of the alleged mis- conduct, who was participating, in an offering of any penny stock, the Commission, by order, shall censure, place limitations on the activities or functions of such person, or suspend for a pe- riod not exceeding 12 months, or bar any such person from being associated with a broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or na- tionally recognized statistical rating organiza- tion, or from participating in an offering of penny stock, if the Commission finds, on the record after notice and opportunity for a hear- ing, that such censure, placing of limitations, suspension, or bar is in the public interest and that such person— (i) has committed or omitted any act, or is subject to an order or finding, enumerated in subparagraph (A), (D), (E), (H), or (G) of para- graph (4) of this subsection; (ii) has been convicted of any offense speci- fied in subparagraph (B) of such paragraph (4) within 10 years of the commencement of the proceedings under this paragraph; or (iii) is enjoined from any action, conduct, or practice specified in subparagraph (C) of such paragraph (4). (B) It shall be unlawful— (i) for any person as to whom an order under subparagraph (A) is in effect, without the con- sent of the Commission, willfully to become, or to be, associated with a broker or dealer in contravention of such order, or to participate in an offering of penny stock in contravention of such order; (ii) for any broker or dealer to permit such a person, without the consent of the Commis- sion, to become or remain, a person associated with the broker or dealer in contravention of such order, if such broker or dealer knew, or in the exercise of reasonable care should have known, of such order; or (iii) for any broker or dealer to permit such a person, without the consent of the Commis- sion, to participate in an offering of penny stock in contravention of such order, if such broker or dealer knew, or in the exercise of reasonable care should have known, of such order and of such participation. (C) For purposes of this paragraph, the term ‘‘person participating in an offering of penny stock’’ includes any person acting as any pro- moter, finder, consultant, agent, or other person who engages in activities with a broker, dealer, or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. The Commission may, by rule or regula- tion, define such term to include other activi- ties, and may, by rule, regulation, or order, ex- empt any person or class of persons, in whole or in part, conditionally or unconditionally, from such term. (7) No registered broker or dealer or govern- ment securities broker or government securities Page 323 TITLE 15—COMMERCE AND TRADE § 78o 2 So in original. The word ‘‘or’’ probably should not appear. 3 See References in Text note below. dealer registered (or required to register) under section 78o–5(a)(1)(A) of this title shall effect any transaction in, or induce the purchase or sale of, any security unless such broker or deal- er meets such standards of operational capa- bility and such broker or dealer and all natural persons associated with such broker or dealer meet such standards of training, experience, competence, and such other qualifications as the Commission finds necessary or appropriate in the public interest or for the protection of inves- tors. The Commission shall establish such standards by rules and regulations, which may— (A) specify that all or any portion of such standards shall be applicable to any class of brokers and dealers and persons associated with brokers and dealers; (B) require persons in any such class to pass tests prescribed in accordance with such rules and regulations, which tests shall, with re- spect to any class of partners, officers, or su- pervisory employees (which latter term may be defined by the Commission’s rules and regu- lations and as so defined shall include branch managers of brokers or dealers) engaged in the management of the broker or dealer, include questions relating to bookkeeping, account- ing, internal control over cash and securities, supervision of employees, maintenance of records, and other appropriate matters; and (C) provide that persons in any such class other than brokers and dealers and partners, officers, and supervisory employees of brokers or dealers, may be qualified solely on the basis of compliance with such standards of training and such other qualifications as the Commis- sion finds appropriate. The Commission, by rule, may prescribe reason- able fees and charges to defray its costs in car- rying out this paragraph, including, but not lim- ited to, fees for any test administered by it or under its direction. The Commission may co- operate with registered securities associations and national securities exchanges in devising and administering tests and may require reg- istered brokers and dealers and persons associ- ated with such brokers and dealers to pass tests administered by or on behalf of any such asso- ciation or exchange and to pay such association or exchange reasonable fees or charges to defray the costs incurred by such association or ex- change in administering such tests. (8) It shall be unlawful for any registered broker or dealer to effect any transaction in, or induce or attempt to induce the purchase or sale of, any security (other than or 2 commercial paper, bankers’ acceptances, or commercial bills), unless such broker or dealer is a member of a securities association registered pursuant to section 78o–3 of this title or effects trans- actions in securities solely on a national securi- ties exchange of which it is a member. (9) The Commission by rule or order, as it deems consistent with the public interest and the protection of investors, may conditionally or unconditionally exempt from paragraph (8) of this subsection any broker or dealer or class of brokers or dealers specified in such rule or order. (10) For the purposes of determining whether a person is subject to a statutory disqualification under section 78f(c)(2), 78o–3(g)(2), or 78q–1(b)(4)(A) of this title, the term ‘‘Commis- sion’’ in paragraph (4)(B) of this subsection shall mean ‘‘exchange’’, ‘‘association’’, or ‘‘clearing agency’’, respectively. (11) BROKER/DEALER REGISTRATION WITH RE- SPECT TO TRANSACTIONS IN SECURITY FUTURES PRODUCTS.— (A) NOTICE REGISTRATION.— (i) CONTENTS OF NOTICE.—Notwithstanding paragraphs (1) and (2), a broker or dealer re- quired to register only because it effects transactions in security futures products on an exchange registered pursuant to section 78f(g) of this title may register for purposes of this section by filing with the Commis- sion a written notice in such form and con- taining such information concerning such broker or dealer and any persons associated with such broker or dealer as the Commis- sion, by rule, may prescribe as necessary or appropriate in the public interest or for the protection of investors. A broker or dealer may not register under this paragraph un- less that broker or dealer is a member of a national securities association registered under section 78o–3(k) of this title. (ii) IMMEDIATE EFFECTIVENESS.—Such reg- istration shall be effective contempora- neously with the submission of notice, in written or electronic form, to the Commis- sion, except that such registration shall not be effective if the registration would be sub- ject to suspension or revocation under para- graph (4). (iii) SUSPENSION.—Such registration shall be suspended immediately if a national secu- rities association registered pursuant to sec- tion 78o–3(k) of this title suspends the mem- bership of that broker or dealer. (iv) TERMINATION.—Such registration shall be terminated immediately if any of the above stated conditions for registration set forth in this paragraph are no longer satis- fied. (B) EXEMPTIONS FOR REGISTERED BROKERS AND DEALERS.—A broker or dealer registered pursuant to the requirements of subparagraph (A) shall be exempt from the following provi- sions of this chapter and the rules thereunder with respect to transactions in security fu- tures products: (i) Section 78h of this title. (ii) Section 78k of this title. (iii) Subsections (c)(3) and (c)(5) of this section. (iv) Section 78o–4 of this title. (v) Section 78o–5 of this title. (vi) Subsections (d), (e), (f), (g), (h), and (i) 3 of section 78q of this title. (12) EXEMPTION FOR SECURITY FUTURES PRODUCT EXCHANGE MEMBERS.— (A) REGISTRATION EXEMPTION.—A natural person shall be exempt from the registration requirements of this section if such person— (i) is a member of a designated contract market registered with the Commission as Page 324 TITLE 15—COMMERCE AND TRADE § 78o an exchange pursuant to section 78f(g) of this title; (ii) effects transactions only in securities on the exchange of which such person is a member; and (iii) does not directly accept or solicit or- ders from public customers or provide advice to public customers in connection with the trading of security futures products. (B) OTHER EXEMPTIONS.—A natural person exempt from registration pursuant to subpara- graph (A) shall also be exempt from the fol- lowing provisions of this chapter and the rules thereunder: (i) Section 78h of this title. (ii) Section 78k of this title. (iii) Subsections (c)(3), (c)(5), and (e) of this section. (iv) Section 78o–4 of this title. (v) Section 78o–5 of this title. (vi) Subsections (d), (e), (f), (g), (h), and (i) 3 of section 78q of this title. (13) REGISTRATION EXEMPTION FOR MERGER AND ACQUISITION BROKERS.— (A) IN GENERAL.—Except as provided in sub- paragraph (B), an M&A broker shall be exempt from registration under this section. (B) EXCLUDED ACTIVITIES.—An M&A broker is not exempt from registration under this para- graph if such broker does any of the following: (i) Directly or indirectly, in connection with the transfer of ownership of an eligible privately held company, receives, holds, transmits, or has custody of the funds or se- curities to be exchanged by the parties to the transaction. (ii) Engages on behalf of an issuer in a pub- lic offering of any class of securities that is registered, or is required to be registered, with the Commission under section 78l of this title or with respect to which the issuer files, or is required to file, periodic informa- tion, documents, and reports under sub- section (d). (iii) Engages on behalf of any party in a transaction involving a shell company, other than a business combination related shell company. (iv) Directly, or indirectly through any of its affiliates, provides financing related to the transfer of ownership of an eligible pri- vately held company. (v) Assists any party to obtain financing from an unaffiliated third party without— (I) complying with all other applicable laws in connection with such assistance, including, if applicable, Regulation T (12 C.F.R. 220 et seq.); and (II) disclosing any compensation in writ- ing to the party. (vi) Represents both the buyer and the seller in the same transaction without pro- viding clear written disclosure as to the par- ties the broker represents and obtaining written consent from both parties to the joint representation. (vii) Facilitates a transaction with a group of buyers formed with the assistance of the M&A broker to acquire the eligible privately held company. (viii) Engages in a transaction involving the transfer of ownership of an eligible pri- vately held company to a passive buyer or group of passive buyers. (ix) Binds a party to a transfer of owner- ship of an eligible privately held company. (C) DISQUALIFICATION.—An M&A broker is not exempt from registration under this para- graph if such broker (and if and as applicable, including any officer, director, member, man- ager, partner, or employee of such broker)— (i) has been barred from association with a broker or dealer by the Commission, any State, or any self-regulatory organization; or (ii) is suspended from association with a broker or dealer. (D) RULE OF CONSTRUCTION.—Nothing in this paragraph shall be construed to limit any other authority of the Commission to exempt any person, or any class of persons, from any provision of this chapter, or from any provi- sion of any rule or regulation thereunder. (E) DEFINITIONS.—In this paragraph: (i) BUSINESS COMBINATION RELATED SHELL COMPANY.—The term ‘‘business combination related shell company’’ means a shell com- pany that is formed by an entity that is not a shell company— (I) solely for the purpose of changing the corporate domicile of that entity solely within the United States; or (II) solely for the purpose of completing a business combination transaction (as de- fined under section 230.165(f) of title 17, Code of Federal Regulations) among one or more entities other than the company itself, none of which is a shell company. (ii) CONTROL.—The term ‘‘control’’ means the power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise. There is a presump- tion of control if, upon completion of a transaction, the buyer or group of buyers— (I) has the right to vote 25 percent or more of a class of voting securities or the power to sell or direct the sale of 25 per- cent or more of a class of voting securities; or (II) in the case of a partnership or lim- ited liability company, has the right to re- ceive upon dissolution, or has contributed, 25 percent or more of the capital. (iii) ELIGIBLE PRIVATELY HELD COMPANY.— The term ‘‘eligible privately held company’’ means a privately held company that meets both of the following conditions: (I) The company does not have any class of securities registered, or required to be registered, with the Commission under section 78l of this title or with respect to which the company files, or is required to file, periodic information, documents, and reports under subsection (d). (II) In the fiscal year ending imme- diately before the fiscal year in which the services of the M&A broker are initially engaged with respect to the securities Page 325 TITLE 15—COMMERCE AND TRADE § 78o transaction, the company meets either or both of the following conditions (deter- mined in accordance with the historical fi- nancial accounting records of the com- pany): (aa) The earnings of the company be- fore interest, taxes, depreciation, and amortization are less than $25,000,000. (bb) The gross revenues of the company are less than $250,000,000. For purposes of this subclause, the Com- mission may by rule modify the dollar fig- ures if the Commission determines that such a modification is necessary or appro- priate in the public interest or for the pro- tection of investors. (iv) M&A BROKER.—The term ‘‘M&A broker’’ means a broker, and any person as- sociated with a broker, engaged in the busi- ness of effecting securities transactions sole- ly in connection with the transfer of owner- ship of an eligible privately held company, regardless of whether the broker acts on be- half of a seller or buyer, through the pur- chase, sale, exchange, issuance, repurchase, or redemption of, or a business combination involving, securities or assets of the eligible privately held company, if the broker rea- sonably believes that— (I) upon consummation of the trans- action, any person acquiring securities or assets of the eligible privately held com- pany, acting alone or in concert— (aa) will control the eligible privately held company or the business conducted with the assets of the eligible privately held company; and (bb) directly or indirectly, will be ac- tive in the management of the eligible privately held company or the business conducted with the assets of the eligible privately held company, including with- out limitation, for example, by— (AA) electing executive officers; (BB) approving the annual budget; (CC) serving as an executive or other executive manager; or (DD) carrying out such other activi- ties as the Commission may, by rule, determine to be in the public interest; and (II) if any person is offered securities in exchange for securities or assets of the eli- gible privately held company, such person will, prior to becoming legally bound to consummate the transaction, receive or have reasonable access to the most recent fiscal year-end financial statements of the issuer of the securities as customarily pre- pared by the management of the issuer in the normal course of operations and, if the financial statements of the issuer are au- dited, reviewed, or compiled, any related statement by the independent accountant, a balance sheet dated not more than 120 days before the date of the offer, and infor- mation pertaining to the management, business, results of operations for the pe- riod covered by the foregoing financial statements, and material loss contin- gencies of the issuer. (v) SHELL COMPANY.—The term ‘‘shell com- pany’’ means a company that at the time of a transaction with an eligible privately held company— (I) has no or nominal operations; and (II) has— (aa) no or nominal assets; (bb) assets consisting solely of cash and cash equivalents; or (cc) assets consisting of any amount of cash and cash equivalents and nominal other assets. (F) INFLATION ADJUSTMENT.— (i) IN GENERAL.—On the date that is 5 years after December 29, 2022, and every 5 years thereafter, each dollar amount in subpara- graph (E)(iii)(II) shall be adjusted by— (I) dividing the annual value of the Em- ployment Cost Index For Wages and Sala- ries, Private Industry Workers (or any suc- cessor index), as published by the Bureau of Labor Statistics, for the calendar year preceding the calendar year in which the adjustment is being made by the annual value of such index (or successor) for the calendar year ending December 31, 2020; and (II) multiplying such dollar amount by the quotient obtained under subclause (I). (ii) ROUNDING.—Each dollar amount deter- mined under clause (i) shall be rounded to the nearest multiple of $100,000. (c) Use of manipulative or deceptive devices; contravention of rules and regulations (1)(A) No 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 or attempt to induce the pur- chase or sale of, any security (other than com- mercial paper, bankers’ acceptances, or com- mercial bills), or any security-based swap agree- ment by means of any manipulative, deceptive, or other fraudulent device or contrivance. (B) No broker, dealer, or municipal securities dealer shall make use of the mails or any means or instrumentality of interstate commerce to ef- fect any transaction in, or to induce or attempt to induce the purchase or sale of, any municipal security or any security-based swap agreement involving a municipal security by means of any manipulative, deceptive, or other fraudulent de- vice or contrivance. (C) No government securities broker or gov- ernment securities dealer shall make use of the mails or any means or instrumentality of inter- state commerce to effect any transaction in, or to induce or to attempt to induce the purchase or sale of, any government security or any secu- rity-based swap agreement involving a govern- ment security by means of any manipulative, deceptive, or other fraudulent device or contriv- ance. (2)(A) No 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 or attempt to induce the pur- chase or sale of, any security (other than an ex- empted security or commercial paper, bankers’ acceptances, or commercial bills) otherwise Page 326 TITLE 15—COMMERCE AND TRADE § 78o than on a national securities exchange of which it is a member, in connection with which such broker or dealer engages in any fraudulent, de- ceptive, or manipulative act or practice, or makes any fictitious quotation. (B) No broker, dealer, or municipal securities dealer shall make use of the mails or any means or instrumentality of interstate commerce to ef- fect any transaction in, or to induce or attempt to induce the purchase or sale of, any municipal security in connection with which such broker, dealer, or municipal securities dealer engages in any fraudulent, deceptive, or manipulative act or practice, or makes any fictitious quotation. (C) No government securities broker or gov- ernment securities dealer shall make use of the mails or any means or instrumentality of inter- state commerce to effect any transaction in, or induce or attempt to induce the purchase or sale of, any government security in connection with which such government securities broker or gov- ernment securities dealer engages in any fraudu- lent, deceptive, or manipulative act or practice, or makes any fictitious quotation. (D) The Commission shall, for the purposes of this paragraph, by rules and regulations define, and prescribe means reasonably designed to pre- vent, such acts and practices as are fraudulent, deceptive, or manipulative and such quotations as are fictitious. (E) The Commission shall, prior to adopting any rule or regulation under subparagraph (C), consult with and consider the views of the Sec- retary of the Treasury and each appropriate reg- ulatory agency. If the Secretary of the Treasury or any appropriate regulatory agency comments in writing on a proposed rule or regulation of the Commission under such subparagraph (C) that has been published for comment, the Com- mission shall respond in writing to such written comment before adopting the proposed rule. If the Secretary of the Treasury determines, and notifies the Commission, that such rule or regu- lation, if implemented, would, or as applied does (i) adversely affect the liquidity or efficiency of the market for government securities; or (ii) im- pose any burden on competition not necessary or appropriate in furtherance of the purposes of this section, the Commission shall, prior to adopting the proposed rule or regulation, find that such rule or regulation is necessary and ap- propriate in furtherance of the purposes of this section notwithstanding the Secretary’s deter- mination. (3)(A) No broker or dealer (other than a gov- ernment securities broker or government securi- ties dealer, except a registered 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 or attempt to induce the purchase or sale of, any security (other than an exempted security (except a gov- ernment security) or commercial paper, bank- ers’ acceptances, or commercial bills) in con- travention of such rules and regulations as the Commission shall prescribe as necessary or ap- propriate in the public interest or for the pro- tection of investors to provide safeguards with respect to the financial responsibility and re- lated practices of brokers and dealers including, but not limited to, the acceptance of custody and use of customers’ securities and the car- rying and use of customers’ deposits or credit balances. Such rules and regulations shall (A) require the maintenance of reserves with respect to customers’ deposits or credit balances, and (B) no later than September 1, 1975, establish minimum financial responsibility requirements for all brokers and dealers. (B) Consistent with this chapter, the Commis- sion, in consultation with the Commodity Fu- tures Trading Commission, shall issue such rules, regulations, or orders as are necessary to avoid duplicative or conflicting regulations ap- plicable to any broker or dealer registered with the Commission pursuant to subsection (b) (ex- cept paragraph (11) thereof), that is also reg- istered with the Commodity Futures Trading Commission pursuant to section 4f(a) of the Commodity Exchange Act [7 U.S.C. 6f(a)] (except paragraph (2) thereof), with respect to the appli- cation of: (i) the provisions of section 78h of this title, subsection (c)(3), and section 78q of this title and the rules and regulations thereunder related to the treatment of customer funds, se- curities, or property, maintenance of books and records, financial reporting, or other financial responsibility rules, involving security futures products; and (ii) similar provisions of the Com- modity Exchange Act [7 U.S.C. 1 et seq.] and rules and regulations thereunder involving secu- rity futures products. (C) Notwithstanding any provision of sections 2(a)(1)(C)(i) or 4d(a)(2) of the Commodity Ex- change Act [7 U.S.C. 2(a)(1)(C)(i), 6d(a)(2)] and the rules and regulations thereunder, and pursu- ant to an exemption granted by the Commission under section 78mm of this title or pursuant to a rule or regulation, cash and securities may be held by a broker or dealer registered pursuant to subsection (b)(1) and also registered as a futures commission merchant pursuant to section 4f(a)(1) of the Commodity Exchange Act [7 U.S.C. 6f(a)(1)], in a portfolio margining account carried as a futures account subject to section 4d of the Commodity Exchange Act [7 U.S.C. 6d] and the rules and regulations thereunder, pursu- ant to a portfolio margining program approved by the Commodity Futures Trading Commis- sion, and subject to subchapter IV of chapter 7 of title 11 and the rules and regulations there- under. The Commission shall consult with the Commodity Futures Trading Commission to adopt rules to ensure that such transactions and accounts are subject to comparable require- ments to the extent practicable for similar prod- ucts. (4) If the Commission finds, after notice and opportunity for a hearing, that any person sub- ject to the provisions of section 78l, 78m, 78n of this title or subsection (d) or any rule or regula- tion thereunder has failed to comply with any such provision, rule, or regulation in any mate- rial respect, the Commission may publish its findings and issue an order requiring such per- son, and any person who was a cause of the fail- ure to comply due to an act or omission the per- son knew or should have known would con- tribute to the failure to comply, to comply, or to take steps to effect compliance, with such provision or such rule or regulation thereunder upon such terms and conditions and within such Page 327 TITLE 15—COMMERCE AND TRADE § 78o time as the Commission may specify in such order. (5) No dealer (other than a specialist reg- istered on a national securities exchange) acting in the capacity of market maker or otherwise shall make use of the mails or any means or in- strumentality of interstate commerce to effect any transaction in, or to induce or attempt to induce the purchase or sale of, any security (other than an exempted security or a municipal security) in contravention of such specified and appropriate standards with respect to dealing as the Commission, by rule, shall prescribe as nec- essary or appropriate in the public interest and for the protection of investors, to maintain fair and orderly markets, or to remove impediments to and perfect the mechanism of a national mar- ket system. Under the rules of the Commission a dealer in a security may be prohibited from acting as a broker in that security. (6) No broker or dealer shall make use of the mails or any means or instrumentality of inter- state commerce to effect any transaction in, or to induce or attempt to induce the purchase or sale of, any security (other than an exempted se- curity, municipal security, commercial paper, bankers’ acceptances, or commercial bills) in contravention of such rules and regulations as the Commission shall prescribe as necessary or appropriate in the public interest and for the protection of investors or to perfect or remove impediments to a national system for the prompt and accurate clearance and settlement of securities transactions, with respect to the time and method of, and the form and format of documents used in connection with, making set- tlements of and payments for transactions in se- curities, making transfers and deliveries of secu- rities, and closing accounts. Nothing in this paragraph shall be construed (A) to affect the authority of the Board of Governors of the Fed- eral Reserve System, pursuant to section 78g of this title, to prescribe rules and regulations for the purpose of preventing the excessive use of credit for the purchase or carrying of securities, or (B) to authorize the Commission to prescribe rules or regulations for such purpose. (7) In connection with any bid for or purchase of a government security related to an offering of government securities by or on behalf of an issuer, no government securities broker, govern- ment securities dealer, or bidder for or pur- chaser of securities in such offering shall know- ingly or willfully make any false or misleading written statement or omit any fact necessary to make any written statement made not mis- leading. (8) PROHIBITION OF REFERRAL FEES.—No broker or dealer, or person associated with a broker or dealer, may solicit or accept, directly or indi- rectly, remuneration for assisting an attorney in obtaining the representation of any person in any private action arising under this chapter or under the Securities Act of 1933 [15 U.S.C. 77a et seq.]. (d) Supplementary and periodic information (1) In general Each issuer which has filed a registration statement containing an undertaking which is or becomes operative under this subsection as in effect prior to August 20, 1964, and each issuer which shall after such date file a reg- istration statement which has become effec- tive pursuant to the Securities Act of 1933, as amended [15 U.S.C. 77a et seq.], shall file with the Commission, in accordance with such rules and regulations as the Commission may pre- scribe as necessary or appropriate in the pub- lic interest or for the protection of investors, such supplementary and periodic information, documents, and reports as may be required pursuant to section 78m of this title in respect of a security registered pursuant to section 78l of this title. The duty to file under this sub- section shall be automatically suspended if and so long as any issue of securities of such issuer is registered pursuant to section 78l of this title. The duty to file under this sub- section shall also be automatically suspended as to any fiscal year, other than the fiscal year within which such registration statement became effective, if, at the beginning of such fiscal year, the securities of each class, other than any class of asset-backed securities, to which the registration statement relates are held of record by 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 section 1841 of title 12, 1,200 per- sons persons.1 For the purposes of this sub- section, the term ‘‘class’’ shall be construed to include all securities of an issuer which are of substantially similar character and the hold- ers of which enjoy substantially similar rights and privileges. The Commission may, for the purpose of this subsection, define by rules and regulations the term ‘‘held of record’’ as it deems necessary or appropriate in the public interest or for the protection of investors in order to prevent circumvention of the provi- sions of this subsection. Nothing in this sub- section shall apply to securities issued by a foreign government or political subdivision thereof. (2) Asset-backed securities (A) Suspension of duty to file The Commission may, by rule or regula- tion, provide for the suspension or termi- nation of the duty to file under this sub- section for any class of asset-backed secu- rity, on such terms and conditions and for such period or periods as the Commission deems necessary or appropriate in the public interest or for the protection of investors. (B) Classification of issuers The Commission may, for purposes of this subsection, classify issuers and prescribe re- quirements appropriate for each class of issuers of asset-backed securities. (e) Notices to customers regarding securities lending Every registered broker or dealer shall provide notice to its customers that they may elect not to allow their fully paid securities to be used in connection with short sales. If a broker or deal- er uses a customer’s securities in connection with short sales, the broker or dealer shall pro- vide notice to its customer that the broker or Page 328 TITLE 15—COMMERCE AND TRADE § 78o dealer may receive compensation in connection with lending the customer’s securities. The Commission, by rule, as it deems necessary or appropriate in the public interest and for the protection of investors, may prescribe the form, content, time, and manner of delivery of any no- tice required under this paragraph. (f) Compliance with this chapter by members not required to be registered The Commission, by rule, as it deems nec- essary or appropriate in the public interest and for the protection of investors or to assure equal regulation, may require any member of a na- tional securities exchange not required to reg- ister under this section and any person associ- ated with any such member to comply with any provision of this chapter (other than subsection (a)) or the rules or regulations thereunder which by its terms regulates or prohibits any act, prac- tice, or course of business by a ‘‘broker or deal- er’’ or ‘‘registered broker or dealer’’ or a ‘‘person associated with a broker or dealer,’’ respec- tively. (g) Prevention of misuse of material, nonpublic information Every registered broker or dealer shall estab- lish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such broker’s or dealer’s business, to prevent the misuse in viola- tion of this chapter, or the rules or regulations thereunder, of material, nonpublic information by such broker or dealer or any person associ- ated with such broker or dealer. The Commis- sion, as it deems necessary or appropriate in the public interest or for the protection of investors, shall adopt rules or regulations to require spe- cific policies or procedures reasonably designed to prevent misuse in violation of this chapter (or the rules or regulations thereunder) of mate- rial, nonpublic information. (h) Requirements for transactions in penny stocks (1) In general No 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 or attempt to induce the pur- chase or sale of, any penny stock by any cus- tomer except in accordance with the require- ments of this subsection and the rules and reg- ulations prescribed under this subsection. (2) Risk disclosure with respect to penny stocks Prior to effecting any transaction in any penny stock, a broker or dealer shall give the customer a risk disclosure document that— (A) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and sec- ondary trading; (B) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the cus- tomer with respect to violations of such du- ties or other requirements of Federal securi- ties laws; (C) contains a brief, clear, narrative de- scription of a dealer market, including ‘‘bid’’ and ‘‘ask’’ prices for penny stocks and the significance of the spread between the bid and ask prices; (D) contains the toll free telephone num- ber for inquiries on disciplinary actions es- tablished pursuant to section 78o–3(i) of this title; (E) defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and (F) contains such other information, and is in such form (including language, type size, and format), as the Commission shall re- quire by rule or regulation. (3) Commission rules relating to disclosure The Commission shall adopt rules setting forth additional standards for the disclosure by brokers and dealers to customers of infor- mation concerning transactions in penny stocks. Such rules— (A) shall require brokers and dealers to disclose to each customer, prior to effecting any transaction in, and at the time of con- firming any transaction with respect to any penny stock, in accordance with such proce- dures and methods as the Commission may require consistent with the public interest and the protection of investors— (i) the bid and ask prices for penny stock, or such other information as the Commission may, by rule, require to pro- vide customers with more useful and reli- able information relating to the price of such stock; (ii) the number of shares to which such bid and ask prices apply, or other com- parable information relating to the depth and liquidity of the market for such stock; and (iii) the amount and a description of any compensation that the broker or dealer and the associated person thereof will re- ceive or has received in connection with such transaction; (B) shall require brokers and dealers to provide, to each customer whose account with the broker or dealer contains penny stocks, a monthly statement indicating the market value of the penny stocks in that ac- count or indicating that the market value of such stock cannot be determined because of the unavailability of firm quotes; and (C) may, as the Commission finds nec- essary or appropriate in the public interest or for the protection of investors, require brokers and dealers to disclose to customers additional information concerning trans- actions in penny stocks. (4) Exemptions The Commission, as it determines consistent with the public interest and the protection of investors, may by rule, regulation, or order ex- empt in whole or in part, conditionally or un- conditionally, any person or class of persons, or any transaction or class of transactions, from the requirements of this subsection. Such exemptions shall include an exemption for brokers and dealers based on the minimal percentage of the broker’s or dealer’s commis- Page 329 TITLE 15—COMMERCE AND TRADE § 78o sions, commission-equivalents, and markups received from transactions in penny stocks. (5) Regulations It shall be unlawful for any person to violate such rules and regulations as the Commission shall prescribe in the public interest or for the protection of investors or to maintain fair and orderly markets— (A) as necessary or appropriate to carry out this subsection; or (B) as reasonably designed to prevent fraudulent, deceptive, or manipulative acts and practices with respect to penny stocks. (i) Limitations on State law (1) Capital, margin, books and records, bond- ing, and reports No law, rule, regulation, or order, or other administrative action of any State or political subdivision thereof shall establish capital, custody, margin, financial responsibility, making and keeping records, bonding, or fi- nancial or operational reporting requirements for brokers, dealers, municipal securities deal- ers, government securities brokers, or govern- ment securities dealers that differ from, or are in addition to, the requirements in those areas established under this chapter. The Commis- sion shall consult periodically the securities commissions (or any agency or office per- forming like functions) of the States con- cerning the adequacy of such requirements as established under this chapter. (2) Funding portals (A) Limitation on State laws Except as provided in subparagraph (B), no State or political subdivision thereof may enforce any law, rule, regulation, or other administrative action against a registered funding portal with respect to its business as such. (B) Examination and enforcement authority Subparagraph (A) does not apply with re- spect to the examination and enforcement of any law, rule, regulation, or administrative action of a State or political subdivision thereof in which the principal place of busi- ness of a registered funding portal is located, provided that such law, rule, regulation, or administrative action is not in addition to or different from the requirements for reg- istered funding portals established by the Commission. (C) Definition For purposes of this paragraph, the term ‘‘State’’ includes the District of Columbia and the territories of the United States. (3) De minimis transactions by associated per- sons No law, rule, regulation, or order, or other administrative action of any State or political subdivision thereof may prohibit an associated person of a broker or dealer from effecting a transaction described in paragraph (3) 3 for a customer in such State if— (A) such associated person is not ineligible to register with such State for any reason other than such a transaction; (B) such associated person is registered with a registered securities association and at least one State; and (C) the broker or dealer with which such person is associated is registered with such State. (4) Described transactions (A) In general A transaction is described in this para- graph if— (i) such transaction is effected— (I) on behalf of a customer that, for 30 days prior to the day of the transaction, maintained an account with the broker or dealer; and (II) by an associated person of the broker or dealer— (aa) to which the customer was as- signed for 14 days prior to the day of the transaction; and (bb) who is registered with a State in which the customer was a resident or was present for at least 30 consecutive days during the 1-year period prior to the day of the transaction; or (ii) the transaction is effected— (I) on behalf of a customer that, for 30 days prior to the day of the transaction, maintained an account with the broker or dealer; and (II) during the period beginning on the date on which such associated person files an application for registration with the State in which the transaction is ef- fected and ending on the earlier of— (aa) 60 days after the date on which the application is filed; or (bb) the date on which such State no- tifies the associated person that it has denied the application for registration or has stayed the pendency of the ap- plication for cause. (B) Rules of construction For purposes of subparagraph (A)(i)(II)— (i) each of up to 3 associated persons of a broker or dealer who are designated to effect transactions during the absence or unavailability of the principal associated person for a customer may be treated as an associated person to which such customer is assigned; and (ii) if the customer is present in another State for 30 or more consecutive days or has permanently changed his or her resi- dence to another State, a transaction is not described in this paragraph, unless the associated person of the broker or dealer files an application for registration with such State not later than 10 business days after the later of the date of the trans- action, or the date of the discovery of the presence of the customer in the other State for 30 or more consecutive days or the change in the customer’s residence. Page 330 TITLE 15—COMMERCE AND TRADE § 78o 4 So in original. There are two subsecs. designated (j). 5 Another subsec. (k) is set out after the first subsec. (l). (j) 4 Rulemaking to extend requirements to new hybrid products (1) Consultation Prior to commencing a rulemaking under this subsection, the Commission shall consult with and seek the concurrence of the Board concerning the imposition of broker or dealer registration requirements with respect to any new hybrid product. In developing and promul- gating rules under this subsection, the Com- mission shall consider the views of the Board, including views with respect to the nature of the new hybrid product; the history, purpose, extent, and appropriateness of the regulation of the new product under the Federal banking laws; and the impact of the proposed rule on the banking industry. (2) Limitation The Commission shall not— (A) require a bank to register as a broker or dealer under this section because the bank engages in any transaction in, or buys or sells, a new hybrid product; or (B) bring an action against a bank for a failure to comply with a requirement de- scribed in subparagraph (A), unless the Commission has imposed such re- quirement by rule or regulation issued in ac- cordance with this section. (3) Criteria for rulemaking The Commission shall not impose a require- ment under paragraph (2) of this subsection with respect to any new hybrid product unless the Commission determines that— (A) the new hybrid product is a security; and (B) imposing such requirement is nec- essary and appropriate in the public interest and for the protection of investors. (4) Considerations In making a determination under paragraph (3), the Commission shall consider— (A) the nature of the new hybrid product; and (B) the history, purpose, extent, and appro- priateness of the regulation of the new hy- brid product under the Federal securities laws and under the Federal banking laws. (5) Objection to Commission regulation (A) Filing of petition for review The Board may obtain review of any final regulation described in paragraph (2) in the United States Court of Appeals for the Dis- trict of Columbia Circuit by filing in such court, not later than 60 days after the date of publication of the final regulation, a writ- ten petition requesting that the regulation be set aside. Any proceeding to challenge any such rule shall be expedited by the Court of Appeals. (B) Transmittal of petition and record A copy of a petition described in subpara- graph (A) shall be transmitted as soon as possible by the Clerk of the Court to an offi- cer or employee of the Commission des- ignated for that purpose. Upon receipt of the petition, the Commission shall file with the court the regulation under review and any documents referred to therein, and any other relevant materials prescribed by the court. (C) Exclusive jurisdiction On the date of the filing of the petition under subparagraph (A), the court has juris- diction, which becomes exclusive on the fil- ing of the materials set forth in subpara- graph (B), to affirm and enforce or to set aside the regulation at issue. (D) Standard of review The court shall determine to affirm and enforce or set aside a regulation of the Com- mission under this subsection, based on the determination of the court as to whether— (i) the subject product is a new hybrid product, as defined in this subsection; (ii) the subject product is a security; and (iii) imposing a requirement to register as a broker or dealer for banks engaging in transactions in such product is appropriate in light of the history, purpose, and extent of regulation under the Federal securities laws and under the Federal banking laws, giving deference neither to the views of the Commission nor the Board. (E) Judicial stay The filing of a petition by the Board pursu- ant to subparagraph (A) shall operate as a judicial stay, until the date on which the de- termination of the court is final (including any appeal of such determination). (F) Other authority to challenge Any aggrieved party may seek judicial re- view of the Commission’s rulemaking under this subsection pursuant to section 78y of this title. (6) Definitions For purposes of this subsection: (A) New hybrid product The term ‘‘new hybrid product’’ means a product that— (i) was not subjected to regulation by the Commission as a security prior to the date of the enactment of the Gramm-Leach-Bli- ley Act [Nov. 12, 1999]; (ii) is not an identified banking product as such term is defined in section 206 of such Act; and (iii) is not an equity swap within the meaning of section 206(a)(6) of such Act. (B) Board The term ‘‘Board’’ means the Board of Governors of the Federal Reserve System. (j) 4 Limitation on Commission authority The authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of section 78c–1(b) of this title. (k) 5 Registration or succession to a United States broker or dealer In determining whether to permit a foreign person or an affiliate of a foreign person to reg- Page 331 TITLE 15—COMMERCE AND TRADE § 78o 6 Another subsec. (l) is set out after the second subsec. (k). 7 Another subsec. (k) is set out after the second subsec. (j). 8 Another subsec. (l) is set out after the first subsec. (k). 9 So in original. Probably should be followed by ‘‘the’’. ister as a United States broker or dealer, or suc- ceed to the registration of a United States broker or dealer, the Commission may consider whether, for a foreign person, or an affiliate of a foreign person that presents a risk to the sta- bility of the United States financial system, the home country of the foreign person has adopted, or made demonstrable progress toward adopting, an appropriate system of financial regulation to mitigate such risk. (l) 6 Termination of a United States broker or dealer For a foreign person or an affiliate of a foreign person that presents such a risk to the stability of the United States financial system, the Com- mission may determine to terminate the reg- istration of such foreign person or an affiliate of such foreign person as a broker or dealer in the United States, if the Commission determines that the home country of the foreign person has not adopted, or made demonstrable progress to- ward adopting, an appropriate system of finan- cial regulation to mitigate such risk. (k) 7 Standard of conduct (1) In general Notwithstanding any other provision of this chapter or the Investment Advisers Act of 1940 [15 U.S.C. 80b–1 et seq.], the Commission may promulgate rules to provide that, with respect to a broker or dealer, when providing person- alized investment advice about securities to a retail customer (and such other customers as the Commission may by rule provide), the standard of conduct for such broker or dealer with respect to such customer shall be the same as the standard of conduct applicable to an investment adviser under section 211 of the Investment Advisers Act of 1940 [15 U.S.C. 80b–11]. The receipt of compensation based on commission or other standard compensation for the sale of securities shall not, in and of itself, be considered a violation of such stand- ard applied to a broker or dealer. Nothing in this section shall require a broker or dealer or registered representative to have a continuing duty of care or loyalty to the customer after providing personalized investment advice about securities. (2) Disclosure of range of products offered Where a broker or dealer sells only propri- etary or other limited range of products, as determined by the Commission, the Commis- sion may by rule require that such broker or dealer provide notice to each retail customer and obtain the consent or acknowledgment of the customer. The sale of only proprietary or other limited range of products by a broker or dealer shall not, in and of itself, be considered a violation of the standard set forth in para- graph (1). (l) 8 Other matters The Commission shall— (1) facilitate the provision of simple and clear disclosures to investors regarding the terms of their relationships with brokers, dealers, and investment advisers, including any material conflicts of interest; and (2) examine and, where appropriate, promul- gate rules prohibiting or restricting certain sales practices, conflicts of interest, and com- pensation schemes for brokers, dealers, and in- vestment advisers that the Commission deems contrary to the public interest and the protec- tion of investors. (m) Harmonization of enforcement The enforcement authority of the Commission with respect to violations of the standard of conduct applicable to a broker or dealer pro- viding personalized investment advice about se- curities to a retail customer shall include— (1) the enforcement authority of the Com- mission with respect to such violations pro- vided under this chapter; and (2) the enforcement authority of the Com- mission with respect to violations of the standard of conduct applicable to an invest- ment adviser under the Investment Advisers Act of 1940 [15 U.S.C. 80b–1 et seq.], including the authority to impose sanctions for such violations, and the Commission shall seek to prosecute and sanction violators of the standard of conduct ap- plicable to a broker or dealer providing person- alized investment advice about securities to a retail customer under this chapter to 9 same ex- tent as the Commission prosecutes and sanc- tions violators of the standard of conduct appli- cable to an investment advisor under the Invest- ment Advisers Act of 1940 [15 U.S.C. 80b–1 et seq.]. (n) Disclosures to retail investors (1) In general Notwithstanding any other provision of the securities laws, the Commission may issue rules designating documents or information that shall be provided by a broker or dealer to a retail investor before the purchase of an in- vestment product or service by the retail in- vestor. (2) Considerations In developing any rules under paragraph (1), the Commission shall consider whether the rules will promote investor protection, effi- ciency, competition, and capital formation. (3) Form and contents of documents and infor- mation Any documents or information designated under a rule promulgated under paragraph (1) shall— (A) be in a summary format; and (B) contain clear and concise information about— (i) investment objectives, strategies, costs, and risks; and (ii) any compensation or other financial incentive received by a broker, dealer, or other intermediary in connection with the purchase of retail investment products. Page 332 TITLE 15—COMMERCE AND TRADE § 78o (o) Authority to restrict mandatory pre-dispute arbitration The Commission, by rule, may prohibit, or im- pose conditions or limitations on the use of, agreements that require customers or clients of any broker, dealer, or municipal securities deal- er to arbitrate any future dispute between them arising under the Federal securities laws, the rules and regulations thereunder, or the rules of a self-regulatory organization if it finds that such prohibition, imposition of conditions, or limitations are in the public interest and for the protection of investors. (June 6, 1934, ch. 404, title I, § 15, 48 Stat. 895; May 27, 1936, ch. 462, § 3, 49 Stat. 1377; June 25, 1938, ch. 677, § 2, 52 Stat. 1075; Pub. L. 88–467, § 6, Aug. 20, 1964, 78 Stat. 570; Pub. L. 91–598, § 11(d), formerly § 7(d), Dec. 30, 1970, 84 Stat. 1653, re- numbered § 11(d), Pub. L. 95–283, § 9, May 21, 1978, 92 Stat. 260; Pub. L. 94–29, § 11, June 4, 1975, 89 Stat. 121; Pub. L. 95–213, title II, § 204, Dec. 19, 1977, 91 Stat. 1500; Pub. L. 98–38, § 3(a), June 6, 1983, 97 Stat. 206; Pub. L. 98–376, §§ 4, 6(b), Aug. 10, 1984, 98 Stat. 1265; Pub. L. 99–571, title I, § 102(e), (f), Oct. 28, 1986, 100 Stat. 3218; Pub. L. 100–181, title III, § 317, Dec. 4, 1987, 101 Stat. 1256; Pub. L. 100–704, § 3(b)(1), Nov. 19, 1988, 102 Stat. 4679; Pub. L. 101–429, title V, §§ 504(a), 505, Oct. 15, 1990, 104 Stat. 952, 953; Pub. L. 101–550, title II, § 203(a), (c)(1), Nov. 15, 1990, 104 Stat. 2715, 2718; Pub. L. 103–202, title I, §§ 105, 106(b)(2)(B), 109(b)(2), 110, Dec. 17, 1993, 107 Stat. 2348, 2350, 2353; Pub. L. 104–67, title I, § 103(a), Dec. 22, 1995, 109 Stat. 756; Pub. L. 104–290, title I, § 103(a), Oct. 11, 1996, 110 Stat. 3420; Pub. L. 105–353, title III, § 301(b)(8), Nov. 3, 1998, 112 Stat. 3236; Pub. L. 106–102, title II, § 205, Nov. 12, 1999, 113 Stat. 1391; Pub. L. 106–554, § 1(a)(5) [title II, §§ 203(a)(1), (b), 206(h), title III, § 303(e), (f)], Dec. 21, 2000, 114 Stat. 2763, 2763A–421, 2763A–422, 2763A–432, 2763A–454, 2763A–455; Pub. L. 107–204, title VI, § 604(a), (c)(1)(B), July 30, 2002, 116 Stat. 795, 796; Pub. L. 109–291, § 4(b)(1)(A), Sept. 29, 2006, 120 Stat. 1337; Pub. L. 111–203, title I, § 173(c), title VII, §§ 713(a), 762(d)(4), 766(d), title IX, §§ 913(g)(1), (h)(1), 919, 921(a), 925(a)(1), 929L(3), 929X(c), 942(a), 975(g), 985(b)(5)(A), July 21, 2010, 124 Stat. 1440, 1646, 1761, 1799, 1828, 1829, 1837, 1841, 1850, 1861, 1870, 1896, 1923, 1933; Pub. L. 112–106, title III, § 305(d)(1), title VI, § 601(b), Apr. 5, 2012, 126 Stat. 323, 326; Pub. L. 114–94, div. G, title LXXXV, § 85001(2), Dec. 4, 2015, 129 Stat. 1797; Pub. L. 117–328, div. AA, title V, § 501(a), Dec. 29, 2022, 136 Stat. 5538.) Editorial Notes REFERENCES IN TEXT This chapter, referred to in subsecs. (b)(2)(B), (C), (3), (4)(A), (D), (E), (11)(B), (12)(B), (13)(D), (c)(3)(B), (8), (f), (g), and (i)(1), was in the original ‘‘this title’’, and this chapter, referred to in subsecs. (k)(1) and (m), was in the original ‘‘this Act’’. See References in Text note set out under section 78a of this title. The Commodity Exchange Act, referred to in subsecs. (b)(4)(B)(ii), (C) to (E) and (c)(3)(B), is act Sept. 21, 1922, ch. 369, 42 Stat. 998, which is classified generally to chapter 1 (§ 1 et seq.) of Title 7, Agriculture. For com- plete classification of this Act to the Code, see section 1 of Title 7 and Tables. The Securities Act of 1933, referred to in subsecs. (b)(4)(D), (E), (c)(8), and (d)(1), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to sub- chapter 1 (§ 77a et seq.) of chapter 2A of this title. For complete classification of this Act to the Code, see sec- tion 77a of this title and Tables. The Investment Advisers Act of 1940, referred to in subsecs. (b)(4)(D), (E), (k)(1), and (m), is title II of act Aug. 22, 1940, ch. 686, 54 Stat. 847, which is classified generally to subchapter II (§ 80b–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80b–20 of this title and Tables. The Investment Company Act of 1940, referred to in subsec. (b)(4)(D), (E), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to sub- chapter 1 (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see sec- tion 80a–51 of this title and Tables. Subsection (i) of section 78q of this title, referred to in subsec. (b)(11)(B)(vi), (12)(B)(vi), was struck out and subsec. (j) was redesignated (i) by Pub. L. 111–203, title VI, § 617(a), July 21, 2010, 124 Stat. 1616. Paragraph (3), referred to in subsec. (i)(3), was redes- ignated as paragraph (4) of subsec. (i) of this section by Pub. L. 112–106, title III, § 305(d)(1)(A), Apr. 5, 2012, 126 Stat. 323. Section 206 of the Gramm-Leach-Bliley Act, referred to in subsec. (j)(6)(A)(ii), (iii), is section 206 of Pub. L. 106–102, which is set out as a note under section 78c of this title. AMENDMENTS 2022—Subsec. (b)(13). Pub. L. 117–328 added par. (13). 2015—Subsec. (d). Pub. L. 114–94 substituted ‘‘case of a bank, a savings and loan holding company (as defined in section 1467a of title 12),’’ for ‘‘case of bank’’. 2012—Subsec. (d)(1). Pub. L. 112–106, § 601(b), sub- stituted ‘‘300 persons, or, in the case of bank or a bank holding company, as such term is defined in section 1841 of title 12, 1,200 persons’’ for ‘‘three hundred’’. Subsec. (i)(2) to (4). Pub. L. 112–106, § 305(d)(1), added par. (2) and redesignated former pars. (2) and (3) as (3) and (4), respectively. 2010—Subsec. (b)(1). Pub. L. 111–203, § 985(b)(5)(A)(ii), in concluding provisions, inserted ‘‘The order granting registration shall not be effective until such broker or dealer has become a member of a registered securities association, or until such broker or dealer has become a member of a national securities exchange, if such broker or dealer effects transactions solely on that ex- change, unless the Commission has exempted such broker or dealer, by rule or order, from such member- ship.’’ after ‘‘are satisfied.’’ Subsec. (b)(1)(B). Pub. L. 111–203, § 985(b)(5)(A)(i), struck out ‘‘The order granting registration shall not be effective until such broker or dealer has become a member of a registered securities association, or until such broker or dealer has become a member of a na- tional securities exchange if such broker or dealer ef- fects transactions solely on that exchange, unless the Commission has exempted such broker or dealer, by rule or order, from such membership.’’ after ‘‘grant or deny such registration.’’ Subsec. (b)(4). Pub. L. 111–203, § 975(g)(1), inserted ‘‘municipal advisor,’’ after ‘‘municipal securities deal- er’’ in subpars. (B)(ii) and (C). Subsec. (b)(4)(C). Pub. L. 111–203, § 766(d)(1), inserted ‘‘security-based swap dealer, major security-based swap participant,’’ after ‘‘government securities dealer,’’. Subsec. (b)(4)(F). Pub. L. 111–203, § 766(d)(2), sub- stituted ‘‘broker, dealer, security-based swap dealer, or a major security-based swap participant’’ for ‘‘broker or dealer’’. Subsec. (b)(6)(A). Pub. L. 111–203, § 925(a)(1), sub- stituted ‘‘, or bar any such person from being associ- ated with a broker, dealer, investment adviser, munic- ipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating orga- nization,’’ for ‘‘, or bar such person from being associ- ated with a broker or dealer,’’ in introductory provi- sions. Subsec. (c). Pub. L. 111–203, § 975(g)(2), inserted ‘‘broker, dealer, or’’ before ‘‘municipal securities deal- er’’ in par. (1)(B) and in two places in par. (2)(B). Page 333 TITLE 15—COMMERCE AND TRADE § 78o Subsec. (c)(1)(A). Pub. L. 111–203, § 929L(3), struck out ‘‘otherwise than on a national securities exchange of which it is a member’’ after ‘‘commercial bills)’’. Pub. L. 111–203, § 762(d)(4)(A), struck out ‘‘(as defined in section 206B of the Gramm-Leach-Bliley Act),’’ after ‘‘security-based swap agreement’’. Subsec. (c)(1)(B), (C). Pub. L. 111–203, § 762(d)(4)(B), struck out ‘‘(as defined in section 206B of the Gramm- Leach-Bliley Act)’’ after ‘‘security-based swap agree- ment’’. Subsec. (c)(3)(C). Pub. L. 111–203, § 713(a), added sub- par. (C). Subsec. (d). Pub. L. 111–203, § 942(a), inserted subsec. heading, designated existing provisions as par. (1), in- serted par. heading, inserted ‘‘, other than any class of asset-backed securities,’’ after ‘‘securities of each class’’, and added par. (2). Subsecs. (e) to (h). Pub. L. 111–203, § 929X(c), added subsec. (e) and redesignated former subsecs. (e) to (g) as (f) to (h), respectively. Former subsec. (h) redesignated (i) relating to limitations on State law. Subsec. (i). Pub. L. 111–203, § 929X(c)(1), redesignated subsec. (h) as (i). Former subsec. (i), relating to rule- making to extend requirements to new hybrid products, redesignated (j). Subsec. (j). Pub. L. 111–203, § 929X(c)(1), redesignated subsec. (i), relating to rulemaking to extend require- ments to new hybrid products, as (j). Pub. L. 111–203, § 762(d)(4)(C), (D), redesignated subsec. (i), relating to limitation on Commission authority, as (j) and struck out ‘‘(as defined in section 206B of the Gramm-Leach-Bliley Act)’’ after ‘‘security-based swap agreements’’. Subsecs. (k), (l). Pub. L. 111–203, § 913(g)(1), added sub- sec. (k) relating to standard of conduct and subsec. (l) relating to other matters. Pub. L. 111–203, § 173(c), added subsec. (k) relating to registration or succession to a United States broker or dealer and subsec. (l) relating to termination of a United States broker or dealer. Subsec. (m). Pub. L. 111–203, § 913(h)(1), added subsec. (m). Subsec. (n). Pub. L. 111–203, § 919, added subsec. (n). Subsec. (o). Pub. L. 111–203, § 921(a), added subsec. (o). 2006—Subsec. (b)(4)(B)(ii), (C). Pub. L. 109–291 inserted ‘‘nationally recognized statistical rating organiza- tion,’’ after ‘‘transfer agent,’’. 2002—Subsec. (b)(4)(F). Pub. L. 107–204, § 604(a)(1), added subpar. (F) and struck out former subpar. (F) which read as follows: ‘‘is subject to an order of the Commission entered pursuant to paragraph (6) of this subsection (b) barring or suspending the right of such person to be associated with a broker or dealer.’’ Subsec. (b)(4)(H). Pub. L. 107–204, § 604(a)(2), added subpar. (H). Subsec. (b)(6)(A)(i). Pub. L. 107–204, § 604(c)(1)(B)(ii), substituted ‘‘, or is subject to an order or finding,’’ for ‘‘or omission’’. Pub. L. 107–204, § 604(c)(1)(B)(i), substituted ‘‘(H), or (G)’’ for ‘‘or (G)’’. See 1990 Amendment note for subsec. (b)(6) below. 2000—Subsec. (b)(11). Pub. L. 106–554, § 1(a)(5) [title II, § 203(a)(1)], added par. (11). Subsec. (b)(12). Pub. L. 106–554, § 1(a)(5) [title II, § 203(b)], added par. (12). Subsec. (c)(1). Pub. L. 106–554, § 1(a)(5) [title III, § 303(e)], amended par. (1) generally. Prior to amend- ment, par. (1) consisted of subpars. (A) to (E) prohib- iting use of mails or instrumentality of interstate com- merce for transactions in securities by manipulative, deceptive, or other fraudulent device, requiring the Commission, by regulation, to define such devices as manipulative, deceptive or fraudulent, and providing for consultation with the Secretary of the Treasury and other agencies prior to adoption of regulations. Subsec. (c)(3). Pub. L. 106–554, § 1(a)(5) [title II, § 206(h)], designated existing provisions as subpar. (A) and added subpar. (B). Subsec. (i). Pub. L. 106–554, § 1(a)(5) [title III, § 303(f)], added subsec. (i) relating to limitation on Commission authority. 1999—Subsec. (i). Pub. L. 106–102 added subsec. (i) re- lating to rulemaking to extend requirements to new hybrid products. 1998—Subsec. (c)(8). Pub. L. 105–353, § 301(b)(8)(A), re- aligned margins. Subsec. (h)(2). Pub. L. 105–353, § 301(b)(8)(B), sub- stituted ‘‘effecting’’ for ‘‘affecting’’ in introductory provisions. Subsec. (h)(3)(A)(i)(II)(bb). Pub. L. 105–353, § 301(b)(8)(C), inserted ‘‘or’’ after semicolon at end. Subsec. (h)(3)(A)(ii)(I). Pub. L. 105–353, § 301(b)(8)(D), substituted ‘‘maintained’’ for ‘‘maintains’’. Subsec. (h)(3)(B)(ii). Pub. L. 105–353, § 301(b)(8)(E), sub- stituted ‘‘associated’’ for ‘‘association’’. 1996—Subsec. (h). Pub. L. 104–290 added subsec. (h). 1995—Subsec. (c)(8). Pub. L. 104–67 added par. (8). 1993—Subsec. (b)(1)(B). Pub. L. 103–202, § 109(b)(2), in- serted ‘‘The order granting registration shall not be ef- fective until such broker or dealer has become a mem- ber of a registered securities association, or until such broker or dealer has become a member of a national se- curities exchange if such broker or dealer effects trans- actions solely on that exchange, unless the Commission has exempted such broker or dealer, by rule or order, from such membership.’’ before ‘‘The Commission may extend’’. Subsec. (b)(7). Pub. L. 103–202, § 106(b)(2)(B), inserted ‘‘or government securities broker or government secu- rities dealer registered (or required to register) under section 78o–5(a)(1)(A) of this title’’ after ‘‘No registered broker or dealer’’ in introductory provisions. Subsec. (c)(1). Pub. L. 103–202, § 105(b), inserted sub- par. designation ‘‘(A)’’ after ‘‘(1)’’, substituted ‘‘con- trivance.’’ along with subpar. designation ‘‘(B)’’ and ‘‘No municipal securities dealer’’ for ‘‘contrivance, and no municipal securities dealer’’, substituted ‘‘contriv- ance.’’ along with subpar. (C), subpar. designation ‘‘(D)’’ and ‘‘The Commission shall’’ for ‘‘contrivance. The Commission shall’’, and added subpar. (E). Subsec. (c)(2). Pub. L. 103–202, § 105(a), inserted sub- par. designation ‘‘(A)’’ after ‘‘(2)’’, substituted ‘‘ficti- tious quotation.’’ along with subpar. designation ‘‘(B)’’ and ‘‘No municipal securities dealer’’ for ‘‘fictitious quotation, and no municipal securities dealer’’, sub- stituted ‘‘fictitious quotation.’’ along with subpar. (C), subpar. designation ‘‘(D)’’ and ‘‘The Commission shall’’ for ‘‘fictitious quotation. The Commission shall’’, and added subpar. (E). Subsec. (c)(7). Pub. L. 103–202, § 110, added par. (7). 1990—Subsec. (b)(4)(B). Pub. L. 101–550, § 203(a)(1), in- serted ‘‘or of a substantially equivalent crime by a for- eign court of competent jurisdiction’’ after ‘‘mis- demeanor’’. Subsec. (b)(4)(B)(i). Pub. L. 101–550, § 203(a)(2), inserted ‘‘any substantially equivalent activity however de- nominated by the laws of the relevant foreign govern- ment,’’ after ‘‘burglary,’’. Subsec. (b)(4)(B)(ii). Pub. L. 101–550, § 203(a)(3), in- serted ‘‘foreign person performing a function substan- tially equivalent to any of the above,’’ after ‘‘transfer agent,’’ and ‘‘or any substantially equivalent foreign statute or regulation’’ before semicolon at end. Subsec. (b)(4)(B)(iii). Pub. L. 101–550, § 203(a)(4), in- serted ‘‘, or substantially equivalent activity however denominated by the laws of the relevant foreign gov- ernment’’ after ‘‘securities’’. Subsec. (b)(4)(B)(iv). Pub. L. 101–550, § 203(a)(5), in- serted ‘‘or a violation of a substantially equivalent for- eign statute’’ after ‘‘title 18’’. Subsec. (b)(4)(C). Pub. L. 101–550, § 203(a)(6), inserted ‘‘foreign person performing a function substantially equivalent to any of the above,’’ after ‘‘transfer agent,’’, ‘‘or any substantially equivalent foreign stat- ute or regulation’’ after ‘‘Commodity Exchange Act’’ wherever appearing, and ‘‘foreign entity substantially equivalent to any of the above,’’ after ‘‘insurance com- pany,’’. Subsec. (b)(4)(G). Pub. L. 101–550, § 203(a)(7), added subpar. (G). Subsec. (b)(6). Pub. L. 101–429, § 504(a), amended par. (6) generally. Prior to amendment, par. (6) read as fol- Page 334 TITLE 15—COMMERCE AND TRADE § 78o lows: ‘‘The Commission, by order, shall censure or place limitations on the activities or functions of any person associated, seeking to become associated, or, at the time of the alleged misconduct, associated or seek- ing to become associated with a broker or dealer, or suspend for a period not exceeding twelve months or bar any such person from being associated with a broker or dealer, if the Commission finds, on the record after notice and opportunity for hearing, that such cen- sure, placing of limitations, suspension, or bar is in the public interest and that such person has committed or omitted any act or omission enumerated in subpara- graph (A), (D), (E), or (G) of paragraph (4) of this sub- section, has been convicted of any offense specified in subparagraph (B) of said paragraph (4) within ten years of the commencement of the proceedings under this paragraph, or is enjoined from any action, conduct, or practice specified in subparagraph (C) of said paragraph (4). It shall be unlawful for any person as to whom such an order suspending or barring him from being associ- ated with a broker or dealer is in effect willfully to be- come, or to be, associated with a broker or dealer with- out the consent of the Commission, and it shall be un- lawful for any broker or dealer to permit such a person to become, or remain, a person associated with him without the consent of the Commission, if such broker or dealer knew, or in the exercise of reasonable care should have known, of such order.’’ Pub. L. 101–550, § 203(c)(1), which directed amendment of subsec. (b)(6) by substituting ‘‘(A), (D), (E), or (G)’’ for ‘‘(A), (D), or (E)’’, was executed by making the sub- stitution both before and after the general amendment of subsec. (b)(6) by Pub. L. 101–429, § 504(a), which was effective 12 months after Oct. 15, 1990, to reflect the probable intent of Congress and the subsequent amend- ment by Pub. L. 107–204, § 604(c)(1)(B)(i), which pre- sumed that the substitution had taken place. Subsec. (g). Pub. L. 101–429, § 505, added subsec. (g). 1988—Subsec. (f). Pub. L. 100–704 added subsec. (f). 1987—Subsec. (b)(4)(B)(ii). Pub. L. 100–181, § 317(1), sub- stituted ‘‘fiduciary, transfer agent, or’’ for ‘‘fiduciary, or any’’. Subsec. (b)(4)(C). Pub. L. 100–181, § 317(2), added sub- par. (C) and struck out former subpar. (C) which read as follows: ‘‘is permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction from acting as an investment adviser, un- derwriter, broker, dealer, entity or person required to be registered under the Commodity Exchange Act, mu- nicipal securities dealer, government securities broker, or government securities dealer, or as an affiliated per- son or employee of any investment company, bank, en- tity or person required to be registered under such Act, or insurance company, or from engaging in or con- tinuing any conduct or practice in connection with any such activity, or in connection with the purchase or sale of any security.’’ Subsec. (b)(6). Pub. L. 100–181, § 317(3), substituted ‘‘seeking to become associated, or, at the time of the alleged misconduct, associated or seeking to become associated’’ for ‘‘or seeking to become associated,’’ in first sentence. Subsec. (b)(10). Pub. L. 100–181, § 317(4), substituted ‘‘78q–1(b)(4)(A)’’ for ‘‘78q–1(b)(4)(B)’’. 1986—Subsec. (b)(4)(A). Pub. L. 99–571, § 102(e)(1), in- serted ‘‘or with any other appropriate regulatory agen- cy’’. Subsec. (b)(4)(B)(ii). Pub. L. 99–571, § 102(e)(2), inserted ‘‘government securities broker, government securities dealer,’’. Subsec. (b)(4)(C). Pub. L. 99–571, § 102(e)(3), substituted ‘‘municipal securities dealer, government securities broker, or government securities dealer,’’ for ‘‘or mu- nicipal securities dealer,’’. Subsec. (b)(8). Pub. L. 99–571, § 102(e)(4), substituted ‘‘any registered broker or dealer’’ for ‘‘any broker or dealer required to register pursuant to this chapter’’ and struck out ‘‘an exempted security’’ after ‘‘other than’’. Subsec. (c)(3). Pub. L. 99–571, § 102(f), inserted ‘‘(other than a government securities broker or government se- curities dealer, except a registered broker or dealer)’’ and ‘‘(except a government security)’’. 1984—Subsec. (b)(4)(B)(ii). Pub. L. 98–376, § 6(b)(1), sub- stituted ‘‘fiduciary, or any entity or person required to be registered under the Commodity Exchange Act (7 U.S.C. 1 et seq.)’’ for ‘‘or fiduciary’’. Subsec. (b)(4)(C). Pub. L. 98–376, § 6(b)(2), inserted ‘‘en- tity or person required to be registered under the Com- modity Exchange Act,’’ and ‘‘entity or person required to be registered under such Act’’. Subsec. (b)(4)(D), (E). Pub. L. 98–376, § 6(b)(3), inserted ‘‘the Commodity Exchange Act,’’. Subsec. (c)(4). Pub. L. 98–376, § 4, inserted reference to section 78n of this title and ‘‘and any person who was a cause of the failure to comply due to an act or omis- sion the person knew or should have known would con- tribute to the failure to comply,’’. 1983—Subsec. (b)(8). Pub. L. 98–38, § 3(a)(1), added par. (8) and struck out former par. (8), which had directed that, in addition to the fees and charges authorized by par. (7) of this subsection, each registered broker or dealer not a member of a registered securities associa- tion pay to the Commission such reasonable fees and charges as necessary to defray the costs of the addi- tional regulatory duties required to be performed by the Commission because such broker or dealer effected transactions in securities otherwise than on a national securities exchange of which it was a member and was not a member of a registered securities association, and that the Commission, by rule, establish such fees and charges. Subsec. (b)(9). Pub. L. 98–38, § 3(a)(2), added par. (9) and struck out former par. (9), which had provided that no broker or dealer subject to par. (8) of this subsection could effect any transaction in, or induce the purchase or sale of, any security (otherwise than on a national securities exchange of which it was a member) in con- travention of such rules and regulations as the Com- mission might prescribe designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to pro- tect investors and the public interest. 1977—Subsec. (d). Pub. L. 95–213 authorized the Com- mission to define, for purposes of this subsection, term ‘‘held of record’’. 1975—Pub. L. 94–29, § 11(1), amended section catchline. Subsec. (a). Pub. L. 94–29, § 11(2), required registration with the Commission of all persons utilizing an ex- change’s facilities to effect transactions. Subsec. (b). Pub. L. 94–29, § 11(2), expanded coverage to include municipal securities dealers, permitted nonbank municipal securities dealers and brokers to register company departments or divisions conducting municipal securities activities rather than the com- pany of which the department or division is a part, sub- jected municipal securities and associated persons thereof to the Commission’s enforcement and discipli- nary powers, updated the list of statutory offenses which bar a person from becoming a broker-dealer or an associated person of a broker-dealer, expanded Com- mission regulatory control to include all brokers and dealers executing transactions on exchanges of which such brokers and dealers are not members, required any registered broker-dealer who is not a member of a registered securities association to pay the Commis- sion fees imposed by it to defray the costs of the addi- tional regulatory duties to be performed by the Com- mission, and clarified the power of national securities exchanges, registered securities associations, and reg- istered clearing agencies to make determinations as to whether a person is subject to statutory disqualifica- tion. Subsec. (c)(1). Pub. L. 94–29, § 11(3), expanded the Com- mission’s authority to define devices, contrivances, acts, and practices deemed manipulative, deceptive, and otherwise fraudulent for municipal securities deal- ers as well as for brokers and dealers. Subsec. (c)(2). Pub. L. 94–29, § 11(3), expanded the Com- mission’s authority to define quotations deemed to be Page 335 TITLE 15—COMMERCE AND TRADE § 78o fictitious for municipal securities dealers as well as for brokers and dealers. Subsec. (c)(3). Pub. L. 94–29, § 11(3), inserted require- ment that rules and regulations be promulgated no later than Sept. 1, 1975, establishing minimum financial responsibility requirements for all brokers and dealers. Subsec. (c)(5). Pub. L. 94–29, § 11(4), substituted provi- sions authorizing the Commission to regulate trading activities of market makers other than specialists reg- istered on a national securities exchange for provisions authorizing the Commission summarily to suspend trading, otherwise than on a national securities ex- change, in any security other than an exempted secu- rity for a period not exceeding 10 days if the public in- terest and the protection of investors so requires. Subsec. (c)(6). Pub. L. 94–29, § 11(5), added par. (6). Subsec. (e). Pub. L. 94–29, § 11(6), added subsec. (e). 1970—Subsec. (c)(3). Pub. L. 91–598 extended Commis- sion’s rulemaking power to both the exchange and the over-the-counter markets, striking out ‘‘otherwise than on a national securities exchange’’ before ‘‘in con- travention of such rules and regulations’’ and sub- stituting ‘‘shall prescribe’’ for ‘‘may prescribe’’ and provided for safeguards with respect to the related practices of brokers and dealers, including customers’ securities and customers’ deposits or credit balances, and maintenance of reserves with respect to such de- posits or credit balances. 1964—Subsec. (a). Pub. L. 88–467, § 6(a), designated ex- isting provisions as par. (1) and added par. (2). Subsec. (b)(1). Pub. L. 88–467, § 6(b), designated first par. as (1) and substituted ‘‘persons associated with such broker or dealer’’ for ‘‘person directly or indi- rectly controlling or controlled by, or under direct or indirect common control with, such broker or dealer,’’. Subsec. (b)(2). Pub. L. 88–467, § 6(b), designated second par. as (2) and substituted ‘‘associated with the appli- cant’’ for ‘‘directly or indirectly controlling or con- trolled by, or under direct or indirect common control with, the applicant’’. Subsec. (b)(3). Pub. L. 88–467, § 6(b), designated third par. as (3) and substituted ‘‘effective date of the reg- istration’’ for ‘‘effective date thereof’’. Subsec. (b)(4). Pub. L. 88–467, § 6(b), added par. (4). Subsec. (b)(5). Pub. L. 88–467, § 6(b), designated first sentence of fourth par, as (5), provided for censure and for suspension for period not exceeding twelve months, substituted the language ‘‘that such broker or dealer, whether prior or subsequent to becoming such, or any person associated with such broker or dealer, whether prior or subsequent to becoming so associated’’ for ‘‘that (1) such broker or dealer whether prior or subse- quent to becoming such, or (2) any partner, officer, di- rector, or branch manager of such broker or dealer (or any person occupying a similar status or performing similar functions), or any person directly or indirectly controlling or controlled by such broker or dealer, whether prior or subsequent to becoming such’’, sub- stituted in clause (A) the provision respecting false or misleading statements in any report required to, be filed with the Commission for such statements in any document supplemental to application for registration and inserted in such clause (A) the material fact omis- sion provision, designated existing provisions of clause (B) as items (i) and (ii), included in item (ii) the busi- ness of investment broker, and added items (iii) and (iv), provided in clause (C) for enjoyment from acting as an investment adviser, underwriter, broker, or deal- er, or as an affiliated person or employee of any invest- ment company, bank, or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity, made clause (D) ap- plicable to violations of the Investment Advisers Act of 1940 and the Investment Company Act of 1940, and added clauses (E) and (F). Subsec. (b)(6). Pub. L. 88–467, § 6(b), designated second through fifth sentences of fourth par. as (6) and, in pro- vision constituting first sentence of par. (6) substituted ‘‘any registration under this subsection’’ for ‘‘any such registration’’ and inserted ‘‘(which may consist solely of affidavits and oral argument)’’ after ‘‘opportunity for hearing’’. Subsec. (b)(7) to (10). Pub. L. 88–467, § 6(b), added pars. (7) to (10). Subsec. (c)(4), (5). Pub. L. 88–467, § 6(c), added pars. (4) and (5). Subsec. (d). Pub. L. 88–467, § 6(d), substituted provi- sions which require every issuer filing a registration statement under the Securities Act of 1933 to file for the fiscal year in which the registration statement be- comes effective such reports as may be required by the Commission under section 78m of this title and provide for suspension of duty to file reports for any later fiscal years if at the beginning of such fiscal year the securi- ties to which the registration statement relates are held of record by less than three hundred persons for former provisions which required the registration statement filed under the Securities Act to contain an undertaking if the value of the securities offered plus the value of other outstanding securities of the same class amounted to $2,000,000 or more and suspended the duty to file if the value of securities outstanding was reduced to less than $1,000,000 or the issuer had become subject to an equivalent reporting requirement and de- leted ‘‘or to any other security which the Commission may by rules and regulations exempt as not com- prehended within the purposes of this subsection’’ after ‘‘political subdivision thereof’’. 1938—Subsec. (c)(2), (3). Act June 25, 1938, added pars. (2) and (3). 1936—Act May 27, 1936, amended section generally. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2022 AMENDMENT Pub. L. 117–328, div. AA, title V, § 501(b), Dec. 29, 2022, 136 Stat. 5542, provided that: ‘‘This section [amending this section] and any amendment made by this section shall take effect on the date that is 90 days after the date of enactment of this Act [Dec. 29, 2022].’’ EFFECTIVE DATE OF 2010 AMENDMENT Amendment by sections 173(c), 913(g)(1), (h)(1), 919, 921(a), 925(a)(1), 929L(3), 929X(c), 942(a), and 985(b)(5)(A) of Pub. L. 111–203 effective 1 day after July 21, 2010, ex- cept 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 713(a) of Pub. L. 111–203 effec- tive on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle A (§§ 711–754) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regu- lation implementing such provision of subtitle A, see section 754 of Pub. L. 111–203, set out as a note under section 1a of Title 7, Agriculture. Amendment by sections 762(d)(4) and 766(d) of Pub. L. 111–203 effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 requires a rule- making, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see section 774 of Pub. L. 111–203, set out as a note under section 77b of this title. Pub. L. 111–203, title IX, § 975(i), July 21, 2010, 124 Stat. 1923, provided that: ‘‘This section [amending this sec- tion and sections 78o–3, 78o–4, and 78q of this title], and the amendments made by this section, shall take effect on October 1, 2010.’’ EFFECTIVE DATE OF 1999 AMENDMENT Amendment by Pub. L. 106–102 effective at the end of the 18-month period beginning on Nov. 12, 1999, see sec- tion 209 of Pub. L. 106–102, set out as a note under sec- tion 1828 of Title 12, Banks and Banking. EFFECTIVE DATE OF 1995 AMENDMENT Amendment by Pub. L. 104–67 not to affect or apply to any private action arising under this chapter or title Page 336 TITLE 15—COMMERCE AND TRADE § 78o I of the Securities Act of 1933 (15 U.S.C. 77a et seq.), commenced before and pending on Dec. 22, 1995, see sec- tion 108 of Pub. L. 104–67, set out as a note under sec- tion 77l of this title. EFFECTIVE DATE OF 1990 AMENDMENT Amendment by section 504(a) of Pub. L. 101–429 effec- tive 12 months after Oct. 15, 1990, with provisions relat- ing to civil penalties and accounting and disgorgement, see section 1(c)(2), (3)(A) of Pub. L. 101–429, set out in a note under section 77g of this title. Amendment by section 505 of Pub. L. 101–429 effective 18 months after Oct. 15, 1990, with provision to com- mence rulemaking proceedings to implement such amendment not later than 180 days after Oct. 15, 1990, and with provisions relating to civil penalties and ac- counting and disgorgement, see section 1(c)(2), (3)(B), (C) of Pub. L. 101–429, set out in a note under section 77g of this title. EFFECTIVE DATE OF 1988 AMENDMENT Pub. L. 100–704, § 9, Nov. 19, 1988, 102 Stat. 4684, pro- vided that: ‘‘The amendments made by this Act [enact- ing sections 78t–1, 78u–1, and 80b–4a of this title and amending this section and sections 78c, 78u, 78ff, and 78kk of this title], except for section 6 [amending sec- tions 78c and 78u of this title], shall not apply to any actions occurring before the date of enactment of this Act [Nov. 19, 1988].’’ EFFECTIVE DATE OF 1986 AMENDMENT Amendment by Pub. L. 99–571 effective 270 days after Oct. 28, 1986, see section 401 of Pub. L. 99–571, set out as an Effective Date note under section 78o–5 of this title. EFFECTIVE DATE OF 1984 AMENDMENT Amendment by Pub. L. 98–376 effective Aug. 10, 1984, see section 7 of Pub. L. 98–376, set out as a note under section 78c of this title. EFFECTIVE DATE OF 1983 AMENDMENT Pub. L. 98–38, § 3(b), June 6, 1983, 97 Stat. 207, provided that: ‘‘The amendments made by subsection (a) [amending this section] shall become effective six months after the date of enactment of this Act [June 6, 1983].’’ EFFECTIVE DATE OF 1975 AMENDMENT Amendment by Pub. L. 94–29 effective June 4, 1975, ex- cept for amendment of subsec. (a) by Pub. L. 94–29 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. EFFECTIVE DATE OF 1964 AMENDMENT Amendment by Pub. L. 88–467 of subsec. (a) of this section effective July 1, 1964, and of subsecs. (b), (c)(4), (5), and (d) of this section effective Aug. 20, 1964, see section 13 of Pub. L. 88–467, set out as a note under sec- tion 78c of this title. CONSTRUCTION OF 1995 AMENDMENT Nothing in amendment by Pub. L. 104–67 to be deemed to create or ratify any implied right of action, or to prevent Commission, by rule or regulation, from re- stricting or otherwise regulating private actions under this chapter, see section 203 of Pub. L. 104–67, set out as a Construction note under section 78j–1 of this title. CONSTRUCTION OF 1993 AMENDMENT Amendment by sections 105, 106(b)(2)(B), and 109(b)(2) of Pub. L. 103–202 not to be construed to govern initial issuance of any public debt obligation or to grant any authority to (or extend any authority of) the Securities and Exchange Commission, any appropriate regulatory agency, or a self-regulatory organization to prescribe any procedure, term, or condition of such initial issuance, to promulgate any rule or regulation gov- erning such initial issuance, or to otherwise regulate in any manner such initial issuance, see section 111 of Pub. L. 103–202, set out as a note under section 78o–5 of this title. STUDY AND RULEMAKING REGARDING OBLIGATIONS OF BROKERS, DEALERS, AND INVESTMENT ADVISERS Pub. L. 111–203, title IX, § 913(a)–(f), July 21, 2010, 124 Stat. 1824–1827, provided that: ‘‘(a) DEFINITION.—For purposes of this section, the term ‘retail customer’ means a natural person, or the legal representative of such natural person, who— ‘‘(1) receives personalized investment advice about securities from a broker or dealer or investment ad- viser; and ‘‘(2) uses such advice primarily for personal, family, or household purposes. ‘‘(b) STUDY.—The Commission shall conduct a study to evaluate— ‘‘(1) the effectiveness of existing legal or regulatory standards of care for brokers, dealers, investment ad- visers, persons associated with brokers or dealers, and persons associated with investment advisers for providing personalized investment advice and rec- ommendations about securities to retail customers imposed by the Commission and a national securities association, and other Federal and State legal or reg- ulatory standards; and ‘‘(2) whether there are legal or regulatory gaps, shortcomings, or overlaps in legal or regulatory standards in the protection of retail customers relat- ing to the standards of care for brokers, dealers, in- vestment advisers, persons associated with brokers or dealers, and persons associated with investment ad- visers for providing personalized investment advice about securities to retail customers that should be addressed by rule or statute. ‘‘(c) CONSIDERATIONS.—In conducting the study re- quired under subsection (b), the Commission shall con- sider— ‘‘(1) the effectiveness of existing legal or regulatory standards of care for brokers, dealers, investment ad- visers, persons associated with brokers or dealers, and persons associated with investment advisers for providing personalized investment advice and rec- ommendations about securities to retail customers imposed by the Commission and a national securities association, and other Federal and State legal or reg- ulatory standards; ‘‘(2) whether there are legal or regulatory gaps, shortcomings, or overlaps in legal or regulatory standards in the protection of retail customers relat- ing to the standards of care for brokers, dealers, in- vestment advisers, persons associated with brokers or dealers, and persons associated with investment ad- visers for providing personalized investment advice about securities to retail customers that should be addressed by rule or statute; ‘‘(3) whether retail customers understand that there are different standards of care applicable to brokers, dealers, investment advisers, persons associ- ated with brokers or dealers, and persons associated with investment advisers in the provision of personal- ized investment advice about securities to retail cus- tomers; ‘‘(4) whether the existence of different standards of care applicable to brokers, dealers, investment advis- ers, persons associated with brokers or dealers, and persons associated with investment advisers is a source of confusion for retail customers regarding the quality of personalized investment advice that retail customers receive; ‘‘(5) the regulatory, examination, and enforcement resources devoted to, and activities of, the Commis- sion, the States, and a national securities association to enforce the standards of care for brokers, dealers, investment advisers, persons associated with brokers or dealers, and persons associated with investment advisers when providing personalized investment ad- vice and recommendations about securities to retail customers, including— Page 337 TITLE 15—COMMERCE AND TRADE § 78o ‘‘(A) the effectiveness of the examinations of bro- kers, dealers, and investment advisers in deter- mining compliance with regulations; ‘‘(B) the frequency of the examinations; and ‘‘(C) the length of time of the examinations; ‘‘(6) the substantive differences in the regulation of brokers, dealers, and investment advisers, when pro- viding personalized investment advice and rec- ommendations about securities to retail customers; ‘‘(7) the specific instances related to the provision of personalized investment advice about securities in which— ‘‘(A) the regulation and oversight of investment advisers provide greater protection to retail cus- tomers than the regulation and oversight of bro- kers and dealers; and ‘‘(B) the regulation and oversight of brokers and dealers provide greater protection to retail cus- tomers than the regulation and oversight of invest- ment advisers; ‘‘(8) the existing legal or regulatory standards of State securities regulators and other regulators in- tended to protect retail customers; ‘‘(9) the potential impact on retail customers, in- cluding the potential impact on access of retail cus- tomers to the range of products and services offered by brokers and dealers, of imposing upon brokers, dealers, and persons associated with brokers or deal- ers— ‘‘(A) the standard of care applied under the In- vestment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.) for providing personalized investment advice about securities to retail customers of investment advisers, as interpreted by the Commission and the courts; and ‘‘(B) other requirements of the Investment Advis- ers Act of 1940 (15 U.S.C. 80b–1 et seq.); ‘‘(10) the potential impact of eliminating the broker and dealer exclusion from the definition of ‘invest- ment adviser’ under section 202(a)(11)(C) of the In- vestment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(11)(C)), in terms of— ‘‘(A) the impact and potential benefits and harm to retail customers that could result from such a change, including any potential impact on access to personalized investment advice and recommenda- tions about securities to retail customers or the availability of such advice and recommendations; ‘‘(B) the number of additional entities and indi- viduals that would be required to register under, or become subject to, the Investment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.), and the additional re- quirements to which brokers, dealers, and persons associated with brokers and dealers would become subject, including— ‘‘(i) any potential additional associated person licensing, registration, and examination require- ments; and ‘‘(ii) the additional costs, if any, to the addi- tional entities and individuals; and ‘‘(C) the impact on Commission and State re- sources to— ‘‘(i) conduct examinations of registered invest- ment advisers and the representatives of reg- istered investment advisers, including the impact on the examination cycle; and ‘‘(ii) enforce the standard of care and other ap- plicable requirements imposed under the Invest- ment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.); ‘‘(11) the varying level of services provided by bro- kers, dealers, investment advisers, persons associated with brokers or dealers, and persons associated with investment advisers to retail customers and the vary- ing scope and terms of retail customer relationships of brokers, dealers, investment advisers, persons as- sociated with brokers or dealers, and persons associ- ated with investment advisers with such retail cus- tomers; ‘‘(12) the potential impact upon retail customers that could result from potential changes in the regu- latory requirements or legal standards of care affect- ing brokers, dealers, investment advisers, persons as- sociated with brokers or dealers, and persons associ- ated with investment advisers relating to their obli- gations to retail customers regarding the provision of investment advice, including any potential impact on— ‘‘(A) protection from fraud; ‘‘(B) access to personalized investment advice, and recommendations about securities to retail customers; or ‘‘(C) the availability of such advice and rec- ommendations; ‘‘(13) the potential additional costs and expenses to— ‘‘(A) retail customers regarding and the potential impact on the profitability of their investment de- cisions; and ‘‘(B) brokers, dealers, and investment advisers re- sulting from potential changes in the regulatory re- quirements or legal standards affecting brokers, dealers, investment advisers, persons associated with brokers or dealers, and persons associated with investment advisers relating to their obliga- tions, including duty of care, to retail customers; and ‘‘(14) any other consideration that the Commission considers necessary and appropriate in determining whether to conduct a rulemaking under subsection (f). ‘‘(d) REPORT.— ‘‘(1) IN GENERAL.—Not later than 6 months after the date of enactment of this Act [July 21, 2010], the Com- mission shall submit a report on the study required under subsection (b) to— ‘‘(A) the Committee on Banking, Housing, and Urban Affairs of the Senate; and ‘‘(B) the Committee on Financial Services of the House of Representatives. ‘‘(2) CONTENT REQUIREMENTS.—The report required under paragraph (1) shall describe the findings, con- clusions, and recommendations of the Commission from the study required under subsection (b), includ- ing— ‘‘(A) a description of the considerations, analysis, and public and industry input that the Commission considered, as required under subsection (b), to make such findings, conclusions, and policy rec- ommendations; and ‘‘(B) an analysis of whether [sic] any identified legal or regulatory gaps, shortcomings, or overlap in legal or regulatory standards in the protection of retail customers relating to the standards of care for brokers, dealers, investment advisers, persons associated with brokers or dealers, and persons as- sociated with investment advisers for providing personalized investment advice about securities to retail customers. ‘‘(e) PUBLIC COMMENT.—The Commission shall seek and consider public input, comments, and data in order to prepare the report required under subsection (d). ‘‘(f) RULEMAKING.—The Commission may commence a rulemaking, as necessary or appropriate in the public interest and for the protection of retail customers (and such other customers as the Commission may by rule provide), to address the legal or regulatory standards of care for brokers, dealers, investment advisers, persons associated with brokers or dealers, and persons associ- ated with investment advisers for providing personal- ized investment advice about securities to such retail customers. The Commission shall consider the findings[,] conclusions, and recommendations of the study required under subsection (b).’’ [For definitions of terms used in section 913(a)–(f) of Pub. L. 111–203, set out above, see section 5301 of Title 12, Banks and Banking.] STUDY AND REPORT ON BROKER-DEALER UNIFORMITY Pub. L. 104–290, title V, § 510(d), Oct. 11, 1996, 110 Stat. 3451, provided that: Page 338 TITLE 15—COMMERCE AND TRADE § 78o–1 ‘‘(1) STUDY.—The Commission, after consultation with registered securities associations, national securi- ties exchanges, and States, shall conduct a study of the impact of disparate State licensing requirements on as- sociated persons of registered brokers or dealers and methods for States to attain uniform licensing require- ments for such persons. ‘‘(2) REPORT.—Not later than 1 year after the date of enactment of this Act [Oct. 11, 1996], the Commission shall submit to the Congress a report on the study con- ducted under paragraph (1). Such report shall include recommendations concerning appropriate methods de- scribed in paragraph (1)(B), including any necessary legislative changes to implement such recommenda- tions.’’ PENNY STOCK REFORM; CONGRESSIONAL STATEMENT OF FINDINGS Pub. L. 101–429, title V, § 502, Oct. 15, 1990, 104 Stat. 951, provided that: ‘‘The Congress finds the following: ‘‘(1) The maintenance of an honest and healthy pri- mary and secondary market for securities offerings is essential to enhancing long-term capital formation and economic growth and providing legitimate in- vestment opportunities for individuals and institu- tions. ‘‘(2) Protecting investors in new securities is a crit- ical component in the maintenance of an honest and healthy market for such securities. ‘‘(3) Protecting issuers of new securities and pro- moting the capital formation process on behalf of small companies are fundamental concerns in main- taining a strong economy and viable trading mar- kets. ‘‘(4) Unscrupulous market practices and market participants have pervaded the ‘penny stock’ market with an overwhelming amount of fraud and abuse. ‘‘(5) Although the Securities and Exchange Com- mission, State securities regulators, and securities self-regulators have made efforts to curb these abu- sive and harmful practices, the penny stock market still lacks an adequate and sufficient regulatory structure, particularly in comparison to the struc- ture for overseeing trading in National Market Sys- tem securities. ‘‘(6) Investors in the penny stock market suffer from a serious lack of adequate information con- cerning price and volume of penny stock trans- actions, the nature of this market, and the specific securities in which they are investing. ‘‘(7) Current practices do not adequately regulate the role of ‘promoters’ and ‘consultants’ in the penny stock market, and many professionals who have been banned from the securities markets have ended up in promoter and consultant roles, contributing substan- tially to fraudulent and abusive schemes. ‘‘(8) The present regulatory environment has per- mitted the ascendancy of the use of particular mar- ket practices, such as ‘reverse mergers’ with shell corporations and ‘blank check’ offerings, which are used to facilitate manipulation schemes and harm in- vestors. ‘‘(9) In light of the substantial and continuing prob- lems in the penny stock markets, additional legisla- tive measures are necessary and appropriate.’’ REVISION OF SANCTION AUTHORITY WITH RESPECT TO PENNY STOCKS; RECOMMENDATIONS TO CONGRESS Pub. L. 101–429, title V, § 504(b), Oct. 15, 1990, 104 Stat. 953, provided that within 6 months after Oct. 15, 1990, the Securities and Exchange Commission was to submit to each House of Congress any recommendations the Commission considered appropriate with respect to fur- ther revision of subsection (b)(6) of this section. 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. § 78o–1. Brokers deemed to be registered All brokers and dealers for whom registration was in effect on May 27, 1936, in accordance with rules and regulations of the Commission pre- scribed pursuant to section 78o of this title shall be deemed to be registered pursuant to said sec- tion. (May 27, 1936, ch. 462, § 10, 49 Stat. 1380.) Editorial Notes CODIFICATION Section was not enacted as a part of the Securities Exchange Act of 1934 which comprises this chapter. 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. § 78o–2. Liabilities arising prior to amendment unaffected Nothing in this Act shall be deemed to extin- guish any liability which may have arisen prior to the effective date of this Act by reason of any violation of section 78o of this title or of any rule or regulation thereunder. (May 27, 1936, ch. 462, § 11, 49 Stat. 1380.) Editorial Notes REFERENCES IN TEXT This Act, referred to in text, is act May 27, 1936, ch. 462, 49 Stat. 1375, popularly known as the Unlisted Se- curities Trading Act, which enacted sections 78l–1, 78o–1, 78o–2, and 78hh–1 of this title, and amended sec- tions 78l, 78o, 78q, 78r, 78t, 78u, 78w, and 78ff of this title. Effective date of this Act, referred to in text, is July 1, 1934. See section 78hh–1 of this title. CODIFICATION Section was not enacted as a part of the Securities Exchange Act of 1934 which comprises this chapter. § 78o–3. Registered securities associations (a) Registration; application An association of brokers and dealers may be registered as a national securities association pursuant to subsection (b), or as an affiliated se- curities association pursuant to subsection (d), under the terms and conditions hereinafter pro- vided in this section and in accordance with the provisions of section 78s(a) of this title, by filing with the Commission an application for reg- istration in such form as the Commission, by rule, may prescribe containing the rules of the association and such other information and doc- uments as the Commission, by rule, may pre- scribe as necessary or appropriate in the public interest or for the protection of investors.