15 U.S.C. § 78m — Periodical and other reports

Page 292 TITLE 15—COMMERCE AND TRADE § 78l–1 Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2010 AMENDMENT Amendment by section 986(a)(2) of Pub. L. 111–203 ef- fective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking. Amendment by section 376(2) of Pub. L. 111–203 effec- tive on the transfer date, see section 351 of Pub. L. 111–203, set out as a note under section 906 of Title 2, The Congress. EFFECTIVE DATE OF 2004 AMENDMENT Amendment by Pub. L. 108–386 effective Oct. 30, 2004, and, except as otherwise provided, applicable with re- spect to fiscal year 2005 and each succeeding fiscal year, see sections 8(i) and 9 of Pub. L. 108–386, set out as notes under section 321 of Title 12, Banks and Bank- ing. EFFECTIVE DATE OF 1995 AMENDMENT Amendment by Pub. L. 104–62 applicable as defense to any claim in administrative and judicial actions pend- ing on or commenced after Dec. 8, 1995, that any person, security, interest, or participation of type described in Pub. L. 104–62 is subject to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any State statute or regulation preempted as provided in section 80a–3a of this title, except as spe- cifically provided in such statutes, see section 7 of Pub. L. 104–62, set out as a note under section 77c of this title. EFFECTIVE DATE OF 1975 AMENDMENT Amendment by Pub. L. 94–29 effective June 4, 1975, see section 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title. EFFECTIVE DATE OF 1970 AMENDMENT Amendment by Pub. L. 91–547 effective Dec. 14, 1970, see section 30 of Pub. L. 91–547, set out as a note under section 80a–52 of this title. EFFECTIVE DATE OF 1964 AMENDMENT Amendment by section 3(a), (c) of Pub. L. 88–467 effec- tive July 1, 1964, and amendment by section 3(b), (d), (e) of Pub. L. 88–467 effective Aug. 20, 1964, see section 13 of Pub. L. 88–467, set out as a note under section 78c of this title. EFFECTIVE DATE OF 1954 AMENDMENT Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under section 77b of this title. RULEMAKING Pub. L. 112–106, title III, § 303(b), Apr. 5, 2012, 126 Stat. 321, provided that: ‘‘The [Securities and Exchange] Commission shall issue a rule to carry out section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 78c) [probably should be 15 U.S.C. 78l(g)(6)], as added by this section, not later than 270 days after the date of enactment of this Act [Apr. 5, 2012].’’ Pub. L. 112–106, title V, § 503, Apr. 5, 2012, 126 Stat. 326, provided that: ‘‘The Securities and Exchange Commis- sion shall revise the definition of ‘held of record’ pursu- ant to section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) to implement the amendment made by section 502 [amending this section]. The Com- mission shall also adopt safe harbor provisions that issuers can follow when determining whether holders of their securities received the securities pursuant to an employee compensation plan in transactions that were exempt from the registration requirements of section 5 of the Securities Act of 1933 [15 U.S.C. 77e].’’ Pub. L. 112–106, title VI, § 602, Apr. 5, 2012, 126 Stat. 327, provided that: ‘‘Not later than 1 year after the date of enactment of this Act [Apr. 5, 2012], the Securities and Exchange Commission shall issue final regulations to implement this title [amending this section and sec- tion 78o of this title] and the amendments made by this title.’’ ADDITIONAL DISCLOSURE REQUIREMENTS Pub. L. 111–203, title IX, § 953(b), July 21, 2010, 124 Stat. 1904, as amended by Pub. L. 112–106, title I, § 102(a)(3), Apr. 5, 2012, 126 Stat. 309, provided that: ‘‘(1) IN GENERAL.—The Commission shall amend sec- tion 229.402 of title 17, Code of Federal Regulations, to require each issuer, other than an emerging growth company, as that term is defined in section 3(a) of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)], to disclose in any filing of the issuer described in section 229.10(a) of title 17, Code of Federal Regulations (or any successor thereto)— ‘‘(A) the median of the annual total compensation of all employees of the issuer, except the chief execu- tive officer (or any equivalent position) of the issuer; ‘‘(B) the annual total compensation of the chief ex- ecutive officer (or any equivalent position) of the issuer; and ‘‘(C) the ratio of the amount described in subpara- graph (A) to the amount described in subparagraph (B). ‘‘(2) TOTAL COMPENSATION.—For purposes of this sub- section, the total compensation of an employee of an issuer shall be determined in accordance with section 229.402(c)(2)(x) of title 17, Code of Federal Regulations, as in effect on the day before the date of enactment of this Act [July 21, 2010].’’ [For definitions of ‘‘Commission’’ and ‘‘issuer’’ as used in section 953(b) of Pub. L. 111–203, set out above, see section 5301 of Title 12, Banks and Banking.] Executive Documents TRANSFER OF FUNCTIONS For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. § 78l–1. Applications for unlisted trading privi- leges deemed filed under section 78l of this title Any application to continue unlisted trading privileges for any security heretofore filed by any exchange and approved by the Commission pursuant to clause (1) of subsection (f) of section 78l of this title and rules and regulations there- under shall be deemed to have been filed and ap- proved pursuant to clause (1) of said subsection (f). (May 27, 1936, ch. 462, § 2, 49 Stat. 1377.) Editorial Notes CODIFICATION Section was not enacted as a part of the Securities Exchange Act of 1934 which comprises this chapter. § 78m. Periodical and other reports (a) Reports by issuer of security; contents Every issuer of a security registered pursuant to section 78l of this title shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protec- tion of investors and to insure fair dealing in the security— Page 293 TITLE 15—COMMERCE AND TRADE § 78m (1) such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the infor- mation and documents required to be included in or filed with an application or registration statement filed pursuant to section 78l of this title, except that the Commission may not re- quire the filing of any material contract whol- ly executed before July 1, 1962. (2) such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe. Every issuer of a security registered on a na- tional securities exchange shall also file a dupli- cate original of such information, documents, and reports with the exchange. In any registra- tion statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected fi- nancial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period pre- sented in connection with its first registration statement that became effective under this chapter or the Securities Act of 1933 [15 U.S.C. 77a et seq.] and, with respect to any such state- ment or reports, an emerging growth company may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as de- fined under section 7201 of this title) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers. (b) Form of report; books, records, and internal accounting; directives (1) The Commission may prescribe, in regard to reports made pursuant to this chapter, the form or forms in which the required information shall be set forth, the items or details to be shown in the balance sheet and the earnings statement, and the methods to be followed in the preparation of reports, in the appraisal or valuation of assets and liabilities, in the deter- mination of depreciation and depletion, in the differentiation of recurring and nonrecurring in- come, in the differentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of separate and/or consolidated balance sheets or income accounts of any person directly or indi- rectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer; but in the case of the re- ports of any person whose methods of account- ing are prescribed under the provisions of any law of the United States, or any rule or regula- tion thereunder, the rules and regulations of the Commission with respect to reports shall not be inconsistent with the requirements imposed by such law or rule or regulation in respect of the same subject matter (except that such rules and regulations of the Commission may be incon- sistent with such requirements to the extent that the Commission determines that the public interest or the protection of investors so re- quires). (2) Every issuer which has a class of securities registered pursuant to section 78l of this title and every issuer which is required to file reports pursuant to section 78o(d) of this title shall— (A) make and keep books, records, and ac- counts, which, in reasonable detail, accurately and fairly reflect the transactions and disposi- tions of the assets of the issuer; (B) devise and maintain a system of internal accounting controls sufficient to provide rea- sonable assurances that— (i) transactions are executed in accordance with management’s general or specific au- thorization; (ii) transactions are recorded as necessary (I) to permit preparation of financial state- ments in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (II) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at rea- sonable intervals and appropriate action is taken with respect to any differences; and (C) notwithstanding any other provision of law, pay the allocable share of such issuer of a reasonable annual accounting support fee or fees, determined in accordance with section 7219 of this title. (3)(A) With respect to matters concerning the national security of the United States, no duty or liability under paragraph (2) of this sub- section shall be imposed upon any person acting in cooperation with the head of any Federal de- partment or agency responsible for such matters if such act in cooperation with such head of a department or agency was done upon the spe- cific, written directive of the head of such de- partment or agency pursuant to Presidential au- thority to issue such directives. Each directive issued under this paragraph shall set forth the specific facts and circumstances with respect to which the provisions of this paragraph are to be invoked. Each such directive shall, unless re- newed in writing, expire one year after the date of issuance. (B) Each head of a Federal department or agency of the United States who issues a direc- tive pursuant to this paragraph shall maintain a complete file of all such directives and shall, on October 1 of each year, transmit a summary of matters covered by such directives in force at any time during the previous year to the Perma- nent Select Committee on Intelligence of the House of Representatives and the Select Com- mittee on Intelligence of the Senate. (4) No criminal liability shall be imposed for failing to comply with the requirements of para- graph (2) of this subsection except as provided in paragraph (5) of this subsection. (5) No person shall knowingly circumvent or knowingly fail to implement a system of inter- nal accounting controls or knowingly falsify any book, record, or account described in para- graph (2). (6) Where an issuer which has a class of securi- ties registered pursuant to section 78l of this Page 294 TITLE 15—COMMERCE AND TRADE § 78m title or an issuer which is required to file re- ports pursuant to section 78o(d) of this title holds 50 per centum or less of the voting power with respect to a domestic or foreign firm, the provisions of paragraph (2) require only that the issuer proceed in good faith to use its influence, to the extent reasonable under the issuer’s cir- cumstances, to cause such domestic or foreign firm to devise and maintain a system of internal accounting controls consistent with paragraph (2). Such circumstances include the relative de- gree of the issuer’s ownership of the domestic or foreign firm and the laws and practices gov- erning the business operations of the country in which such firm is located. An issuer which demonstrates good faith efforts to use such in- fluence shall be conclusively presumed to have complied with the requirements of paragraph (2). (7) For the purpose of paragraph (2) of this sub- section, the terms ‘‘reasonable assurances’’ and ‘‘reasonable detail’’ mean such level of detail and degree of assurance as would satisfy prudent officials in the conduct of their own affairs. (c) Alternative reports If in the judgment of the Commission any re- port required under subsection (a) is inappli- cable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such reports of comparable char- acter as it may deem applicable to such class or classes of issuers. (d) Reports by persons acquiring more than five per centum of certain classes of securities (1) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to section 78l of this title, or any equity security of an insurance company which would have been required to be so registered except for the ex- emption contained in section 78l(g)(2)(G) of this title, or any equity security issued by a closed- end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.] or any equity security issued by a Na- tive Corporation pursuant to section 1629c(d)(6) of title 43, or otherwise becomes or is deemed to become a beneficial owner of any of the fore- going upon the purchase or sale of a security- based swap that the Commission may define by rule, and is directly or indirectly the beneficial owner of more than 5 per centum of such class shall, within ten days after such acquisition or within such shorter time as the Commission may establish by rule, file with the Commission, a statement containing such of the following in- formation, and such additional information, as the Commission may by rules and regulations, prescribe as necessary or appropriate in the pub- lic interest or for the protection of investors— (A) the background, and identity, residence, and citizenship of, and the nature of such ben- eficial ownership by, such person and all other persons by whom or on whose behalf the pur- chases have been or are to be effected; (B) the source and amount of the funds or other consideration used or to be used in mak- ing the purchases, and if any part of the pur- chase price is represented or is to be rep- resented by funds or other consideration bor- rowed or otherwise obtained for the purpose of acquiring, holding, or trading such security, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, as defined in sec- tion 78c(a)(6) of this title, if the person filing such statement so requests, the name of the bank shall not be made available to the public; (C) if the purpose of the purchases or pro- spective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have to liquidate such issuer, to sell its assets to or merge it with any other persons, or to make any other major change in its business or corporate structure; (D) the number of shares of such security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such per- son, and (ii) by each associate of such person, giving the background, identity, residence, and citizenship of each such associate; and (E) information as to any contracts, ar- rangements, or understandings with any per- son with respect to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrange- ments, or understandings have been entered into, and giving the details thereof. (2) If any material change occurs in the facts set forth in the statement filed with the Com- mission, an amendment shall be filed with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. (3) When two or more persons act as a partner- ship, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syn- dicate or group shall be deemed a ‘‘person’’ for the purposes of this subsection. (4) In determining, for purposes of this sub- section, any percentage of a class of any secu- rity, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a sub- sidiary of the issuer. (5) The Commission, by rule or regulation or by order, may permit any person to file in lieu of the statement required by paragraph (1) of this subsection or the rules and regulations thereunder, a notice stating the name of such person, the number of shares of any equity secu- rities subject to paragraph (1) which are owned by him, the date of their acquisition and such other information as the Commission may speci- fy, if it appears to the Commission that such se- curities were acquired by such person in the or- dinary course of his business and were not ac- quired for the purpose of and do not have the ef- fect of changing or influencing the control of the issuer nor in connection with or as a partici- Page 295 TITLE 15—COMMERCE AND TRADE § 78m 1 See Adjustment of Registration Fee Rate notes below. pant in any transaction having such purpose or effect. (6) The provisions of this subsection shall not apply to— (A) any acquisition or offer to acquire secu- rities made or proposed to be made by means of a registration statement under the Securi- ties Act of 1933 [15 U.S.C. 77a et seq.]; (B) any acquisition of the beneficial owner- ship of a security which, together with all other acquisitions by the same person of secu- rities of the same class during the preceding twelve months, does not exceed 2 per centum of that class; (C) any acquisition of an equity security by the issuer of such security; (D) any acquisition or proposed acquisition of a security which the Commission, by rules or regulations or by order, shall exempt from the provisions of this subsection as not en- tered into for the purpose of, and not having the effect of, changing or influencing the con- trol of the issuer or otherwise as not com- prehended within the purposes of this sub- section. (e) Purchase of securities by issuer (1) It shall be unlawful for an issuer which has a class of equity securities registered pursuant to section 78l of this title, or which is a closed- end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], to purchase any equity security issued by it if such purchase is in contravention of such rules and regulations as the Commission, in the public interest or for the protection of investors, may adopt (A) to define acts and practices which are fraudulent, deceptive, or manipulative, and (B) to prescribe means reasonably designed to prevent such acts and practices. Such rules and regulations may require such issuer to provide holders of equity securities of such class with such information relating to the reasons for such purchase, the source of funds, the number of shares to be purchased, the price to be paid for such securities, the method of purchase, and such additional information, as the Commission deems necessary or appropriate in the public in- terest or for the protection of investors, or which the Commission deems to be material to a determination whether such security should be sold. (2) For the purpose of this subsection, a pur- chase by or for the issuer or any person control- ling, controlled by, or under common control with the issuer, or a purchase subject to control of the issuer or any such person, shall be deemed to be a purchase by the issuer. The Commission shall have power to make rules and regulations implementing this paragraph in the public inter- est and for the protection of investors, including exemptive rules and regulations covering situa- tions in which the Commission deems it unnec- essary or inappropriate that a purchase of the type described in this paragraph shall be deemed to be a purchase by the issuer for purposes of some or all of the provisions of paragraph (1) of this subsection. (3) At the time of filing such statement as the Commission may require by rule pursuant to paragraph (1) of this subsection, the person making the filing shall pay to the Commission a fee at a rate that, subject to paragraph (4), is equal to $92 1 per $1,000,000 of the value of securi- ties proposed to be purchased. The fee shall be reduced with respect to securities in an amount equal to any fee paid with respect to any securi- ties issued in connection with the proposed transaction under section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)], or the fee paid under that section shall be reduced in an amount equal to the fee paid to the Commission in connection with such transaction under this paragraph. (4) ANNUAL ADJUSTMENT.—For each fiscal year, the Commission shall by order adjust the rate required by paragraph (3) for such fiscal year to a rate that is equal to the rate (expressed in dol- lars per million) that is applicable under section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)] for such fiscal year. (5) FEE COLLECTIONS.—Fees collected pursuant to this subsection for fiscal year 2012 and each fiscal year thereafter shall be deposited and credited as general revenue of the Treasury and shall not be available for obligation. (6) EFFECTIVE DATE; PUBLICATION.—In exer- cising its authority under this subsection, the Commission shall not be required to comply with the provisions of section 553 of title 5. An adjusted rate prescribed under paragraph (4) shall be published and take effect in accordance with section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)). (7) PRO RATA APPLICATION.—The rates per $1,000,000 required by this subsection shall be ap- plied pro rata to amounts and balances of less than $1,000,000. (f) Reports by institutional investment managers (1) Every institutional investment manager which uses the mails, or any means or instru- mentality of interstate commerce in the course of its business as an institutional investment manager and which exercises investment discre- tion with respect to accounts holding equity se- curities of a class described in subsection (d)(1) or otherwise becomes or is deemed to become a beneficial owner of any security of a class de- scribed in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commis- sion may define by rule, having an aggregate fair market value on the last trading day in any of the preceding twelve months of at least $100,000,000 or such lesser amount (but in no case less than $10,000,000) as the Commission, by rule, may determine, shall file reports with the Com- mission in such form, for such periods, and at such times after the end of such periods as the Commission, by rule, may prescribe, but in no event shall such reports be filed for periods longer than one year or shorter than one quar- ter. Such reports shall include for each such eq- uity security held on the last day of the report- ing period by accounts (in aggregate or by type as the Commission, by rule, may prescribe) with respect to which the institutional investment manager exercises investment discretion (other than securities held in amounts which the Com- mission, by rule, determines to be insignificant Page 296 TITLE 15—COMMERCE AND TRADE § 78m for purposes of this subsection), the name of the issuer and the title, class, CUSIP number, num- ber of shares or principal amount, and aggregate fair market value of each such security. Such reports may also include for accounts (in aggre- gate or by type) with respect to which the insti- tutional investment manager exercises invest- ment discretion such of the following informa- tion as the Commission, by rule, prescribes— (A) the name of the issuer and the title, class, CUSIP number, number of shares or principal amount, and aggregate fair market value or cost or amortized cost of each other security (other than an exempted security) held on the last day of the reporting period by such accounts; (B) the aggregate fair market value or cost or amortized cost of exempted securities (in aggregate or by class) held on the last day of the reporting period by such accounts; (C) the number of shares of each equity secu- rity of a class described in subsection (d)(1) held on the last day of the reporting period by such accounts with respect to which the insti- tutional investment manager possesses sole or shared authority to exercise the voting rights evidenced by such securities; (D) the aggregate purchases and aggregate sales during the reporting period of each secu- rity (other than an exempted security) ef- fected by or for such accounts; and (E) with respect to any transaction or series of transactions having a market value of at least $500,000 or such other amount as the Commission, by rule, may determine, effected during the reporting period by or for such ac- counts in any equity security of a class de- scribed in subsection (d)(1)— (i) the name of the issuer and the title, class, and CUSIP number of the security; (ii) the number of shares or principal amount of the security involved in the transaction; (iii) whether the transaction was a pur- chase or sale; (iv) the per share price or prices at which the transaction was effected; (v) the date or dates of the transaction; (vi) the date or dates of the settlement of the transaction; (vii) the broker or dealer through whom the transaction was effected; (viii) the market or markets in which the transaction was effected; and (ix) such other related information as the Commission, by rule, may prescribe. (2) The Commission shall prescribe rules pro- viding for the public disclosure of the name of the issuer and the title, class, CUSIP number, aggregate amount of the number of short sales of each security, and any additional information determined by the Commission following the end of the reporting period. At a minimum, such public disclosure shall occur every month. (3) The Commission, by rule, or order, may ex- empt, conditionally or unconditionally, any in- stitutional investment manager or security or any class of institutional investment managers or securities from any or all of the provisions of this subsection or the rules thereunder. (4) The Commission shall make available to the public for a reasonable fee a list of all equity securities of a class described in subsection (d)(1), updated no less frequently than reports are required to be filed pursuant to paragraph (1) of this subsection. The Commission shall tab- ulate the information contained in any report filed pursuant to this subsection in a manner which will, in the view of the Commission, maxi- mize the usefulness of the information to other Federal and State authorities and the public. Promptly after the filing of any such report, the Commission shall make the information con- tained therein conveniently available to the public for a reasonable fee in such form as the Commission, by rule, may prescribe, except that the Commission, as it determines to be nec- essary or appropriate in the public interest or for the protection of investors, may delay or prevent public disclosure of any such informa- tion in accordance with section 552 of title 5. Notwithstanding the preceding sentence, any such information identifying the securities held by the account of a natural person or an estate or trust (other than a business trust or invest- ment company) shall not be disclosed to the public. (5) In exercising its authority under this sub- section, the Commission shall determine (and so state) that its action is necessary or appropriate in the public interest and for the protection of investors or to maintain fair and orderly mar- kets or, in granting an exemption, that its ac- tion is consistent with the protection of inves- tors and the purposes of this subsection. In exer- cising such authority the Commission shall take such steps as are within its power, including consulting with the Comptroller General of the United States, the Director of the Office of Man- agement and Budget, the appropriate regulatory agencies, Federal and State authorities which, directly or indirectly, require reports from insti- tutional investment managers of information substantially similar to that called for by this subsection, national securities exchanges, and registered securities associations, (A) to achieve uniform, centralized reporting of information concerning the securities holdings of and trans- actions by or for accounts with respect to which institutional investment managers exercise in- vestment discretion, and (B) consistently with the objective set forth in the preceding subpara- graph, to avoid unnecessarily duplicative report- ing by, and minimize the compliance burden on, institutional investment managers. Federal au- thorities which, directly or indirectly, require reports from institutional investment managers of information substantially similar to that called for by this subsection shall cooperate with the Commission in the performance of its responsibilities under the preceding sentence. An institutional investment manager which is a bank, the deposits of which are insured in ac- cordance with the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.], shall file with the ap- propriate regulatory agency a copy of every re- port filed with the Commission pursuant to this subsection. (6)(A) For purposes of this subsection the term ‘‘institutional investment manager’’ includes any person, other than a natural person, invest- ing in or buying and selling securities for its own account, and any person exercising invest- Page 297 TITLE 15—COMMERCE AND TRADE § 78m 2 So in original. Probably should be ‘‘account.’’ ment discretion with respect to the account of any other person. (B) The Commission shall adopt such rules as it deems necessary or appropriate to prevent du- plicative reporting pursuant to this subsection by two or more institutional investment man- agers exercising investment discretion with re- spect to the same amount.2 (g) Statement of equity security ownership (1) Any person who is directly or indirectly the beneficial owner of more than 5 per centum of any security of a class described in subsection (d)(1) of this section or otherwise becomes or is deemed to become a beneficial owner of any se- curity of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule shall file with the Commission a statement set- ting forth, in such form and at such time as the Commission may, by rule, prescribe— (A) such person’s identity, residence, and citizenship; and (B) the number and description of the shares in which such person has an interest and the nature of such interest. (2) If any material change occurs in the facts set forth in the statement filed with the Com- mission, an amendment shall be filed with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. (3) When two or more persons act as a partner- ship, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syn- dicate or group shall be deemed a ‘‘person’’ for the purposes of this subsection. (4) In determining, for purposes of this sub- section, any percentage of a class of any secu- rity, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a sub- sidiary of the issuer. (5) In exercising its authority under this sub- section, the Commission shall take such steps as it deems necessary or appropriate in the public interest or for the protection of investors (A) to achieve centralized reporting of information re- garding ownership, (B) to avoid unnecessarily duplicative reporting by and minimize the com- pliance burden on persons required to report, and (C) to tabulate and promptly make available the information contained in any report filed pursuant to this subsection in a manner which will, in the view of the Commission, maximize the usefulness of the information to other Fed- eral and State agencies and the public. (6) The Commission may, by rule or order, ex- empt, in whole or in part, any person or class of persons from any or all of the reporting require- ments of this subsection as it deems necessary or appropriate in the public interest or for the protection of investors. (h) Large trader reporting (1) Identification requirements for large trad- ers For the purpose of monitoring the impact on the securities markets of securities trans- actions involving a substantial volume or a large fair market value or exercise value and for the purpose of otherwise assisting the Commission in the enforcement of this chap- ter, each large trader shall— (A) provide such information to the Com- mission as the Commission may by rule or regulation prescribe as necessary or appro- priate, identifying such large trader and all accounts in or through which such large trader effects such transactions; and (B) identify, in accordance with such rules or regulations as the Commission may pre- scribe as necessary or appropriate, to any registered broker or dealer by or through whom such large trader directly or indi- rectly effects securities transactions, such large trader and all accounts directly or in- directly maintained with such broker or dealer by such large trader in or through which such transactions are effected. (2) Recordkeeping and reporting requirements for brokers and dealers Every registered broker or dealer shall make and keep for prescribed periods such records as the Commission by rule or regulation pre- scribes as necessary or appropriate in the pub- lic interest, for the protection of investors, or otherwise in furtherance of the purposes of this chapter, with respect to securities trans- actions that equal or exceed the reporting ac- tivity level effected directly or indirectly by or through such registered broker or dealer of or for any person that such broker or dealer knows is a large trader, or any person that such broker or dealer has reason to know is a large trader on the basis of transactions in se- curities effected by or through such broker or dealer. Such records shall be available for re- porting to the Commission, or any self-regu- latory organization that the Commission shall designate to receive such reports, on the morning of the day following the day the transactions were effected, and shall be re- ported to the Commission or a self-regulatory organization designated by the Commission immediately upon request by the Commission or such a self-regulatory organization. Such records and reports shall be in a format and transmitted in a manner prescribed by the Commission (including, but not limited to, machine readable form). (3) Aggregation rules The Commission may prescribe rules or reg- ulations governing the manner in which trans- actions and accounts shall be aggregated for the purpose of this subsection, including ag- gregation on the basis of common ownership or control. (4) Examination of broker and dealer records All records required to be made and kept by registered brokers and dealers pursuant to this subsection with respect to transactions ef- Page 298 TITLE 15—COMMERCE AND TRADE § 78m fected by large traders are subject at any time, or from time to time, to such reasonable periodic, special, or other examinations by representatives of the Commission as the Commission deems necessary or appropriate in the public interest, for the protection of inves- tors, or otherwise in furtherance of the pur- poses of this chapter. (5) Factors to be considered in Commission ac- tions In exercising its authority under this sub- section, the Commission shall take into ac- count— (A) existing reporting systems; (B) the costs associated with maintaining information with respect to transactions ef- fected by large traders and reporting such information to the Commission or self-regu- latory organizations; and (C) the relationship between the United States and international securities markets. (6) Exemptions The Commission, by rule, regulation, or order, consistent with the purposes of this chapter, may exempt any person or class of persons or any transaction or class of trans- actions, either conditionally or upon specified terms and conditions or for stated periods, from the operation of this subsection, and the rules and regulations thereunder. (7) Authority of Commission to limit disclosure of information Notwithstanding any other provision of law, the Commission shall not be compelled to dis- close any information required to be kept or reported under this subsection. Nothing in this subsection shall authorize the Commission to withhold information from Congress, or pre- vent the Commission from complying with a request for information from any other Fed- eral department or agency requesting informa- tion for purposes within the scope of its juris- diction, or complying with an order of a court of the United States in an action brought by the United States or the Commission. For pur- poses of section 552 of title 5, this subsection shall be considered a statute described in sub- section (b)(3)(B) of such section 552. (8) Definitions For purposes of this subsection— (A) the term ‘‘large trader’’ means every person who, for his own account or an ac- count for which he exercises investment dis- cretion, effects transactions for the purchase or sale of any publicly traded security or se- curities by use of any means or instrumen- tality of interstate commerce or of the mails, or of any facility of a national securi- ties exchange, directly or indirectly by or through a registered broker or dealer in an aggregate amount equal to or in excess of the identifying activity level; (B) the term ‘‘publicly traded security’’ means any equity security (including an op- tion on individual equity securities, and an option on a group or index of such securities) listed, or admitted to unlisted trading privi- leges, on a national securities exchange, or quoted in an automated interdealer quotation system; (C) the term ‘‘identifying activity level’’ means transactions in publicly traded secu- rities at or above a level of volume, fair mar- ket value, or exercise value as shall be fixed from time to time by the Commission by rule or regulation, specifying the time inter- val during which such transactions shall be aggregated; (D) the term ‘‘reporting activity level’’ means transactions in publicly traded secu- rities at or above a level of volume, fair mar- ket value, or exercise value as shall be fixed from time to time by the Commission by rule, regulation, or order, specifying the time interval during which such trans- actions shall be aggregated; and (E) the term ‘‘person’’ has the meaning given in section 78c(a)(9) of this title and also includes two or more persons acting as a partnership, limited partnership, syn- dicate, or other group, but does not include a foreign central bank. (i) Accuracy of financial reports Each financial report that contains financial statements, and that is required to be prepared in accordance with (or reconciled to) generally accepted accounting principles under this chap- ter and filed with the Commission shall reflect all material correcting adjustments that have been identified by a registered public accounting firm in accordance with generally accepted ac- counting principles and the rules and regula- tions of the Commission. (j) Off-balance sheet transactions Not later than 180 days after July 30, 2002, the Commission shall issue final rules providing that each annual and quarterly financial report required to be filed with the Commission shall disclose all material off-balance sheet trans- actions, arrangements, obligations (including contingent obligations), and other relationships of the issuer with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, li- quidity, capital expenditures, capital resources, or significant components of revenues or ex- penses. (k) Prohibition on personal loans to executives (1) In general It shall be unlawful for any issuer (as de- fined in section 7201 of this title), directly or indirectly, including through any subsidiary, to extend or maintain credit, to arrange for the extension of credit, or to renew an exten- sion of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of that issuer. An exten- sion of credit maintained by the issuer on July 30, 2002, shall not be subject to the provisions of this subsection, provided that there is no material modification to any term of any such extension of credit or any renewal of any such extension of credit on or after July 30, 2002. (2) Limitation Paragraph (1) does not preclude any home improvement and manufactured home loans Page 299 TITLE 15—COMMERCE AND TRADE § 78m 3 So in original. Section 78c–3(a) of this title does not contain a par. (6). (as that term is defined in section 1464 of title 12), consumer credit (as defined in section 1602 of this title), or any extension of credit under an open end credit plan (as defined in section 1602 of this title), or a charge card (as defined in section 1637(c)(4)(e) of this title), or any ex- tension of credit by a broker or dealer reg- istered under section 78o of this title to an em- ployee of that broker or dealer to buy, trade, or carry securities, that is permitted under rules or regulations of the Board of Governors of the Federal Reserve System pursuant to section 78g of this title (other than an exten- sion of credit that would be used to purchase the stock of that issuer), that is— (A) made or provided in the ordinary course of the consumer credit business of such issuer; (B) of a type that is generally made avail- able by such issuer to the public; and (C) made by such issuer on market terms, or terms that are no more favorable than those offered by the issuer to the general public for such extensions of credit. (3) Rule of construction for certain loans Paragraph (1) does not apply to any loan made or maintained by an insured depository institution (as defined in section 3 of the Fed- eral Deposit Insurance Act (12 U.S.C. 1813)), if the loan is subject to the insider lending re- strictions of section 375b of title 12. (l) Real time issuer disclosures Each issuer reporting under subsec. (a) or sec- tion 78o(d) of this title shall disclose to the pub- lic on a rapid and current basis such additional information concerning material changes in the financial condition or operations of the issuer, in plain English, which may include trend and qualitative information and graphic presen- tations, as the Commission determines, by rule, is necessary or useful for the protection of in- vestors and in the public interest. (m) Public availability of security-based swap transaction data (1) In general (A) Definition of real-time public reporting In this paragraph, the term ‘‘real-time public reporting’’ means to report data re- lating to a security-based swap transaction, including price and volume, as soon as tech- nologically practicable after the time at which the security-based swap transaction has been executed. (B) Purpose The purpose of this subsection is to au- thorize the Commission to make security- based swap transaction and pricing data available to the public in such form and at such times as the Commission determines appropriate to enhance price discovery. (C) General rule The Commission is authorized to provide by rule for the public availability of secu- rity-based swap transaction, volume, and pricing data as follows: (i) With respect to those security-based swaps that are subject to the mandatory clearing requirement described in section 78c–3(a)(1) of this title (including those se- curity-based swaps that are excepted from the requirement pursuant to section 78c–3(g) of this title), the Commission shall require real-time public reporting for such transactions. (ii) With respect to those security-based swaps that are not subject to the manda- tory clearing requirement described in sec- tion 78c–3(a)(1) of this title, but are cleared at a registered clearing agency, the Com- mission shall require real-time public re- porting for such transactions. (iii) With respect to security-based swaps that are not cleared at a registered clear- ing agency and which are reported to a se- curity-based swap data repository or the Commission under section 78c–3(a)(6) of this title,3 the Commission shall require real-time public reporting for such trans- actions, in a manner that does not disclose the business transactions and market posi- tions of any person. (iv) With respect to security-based swaps that are determined to be required to be cleared under section 78c–3(b) of this title but are not cleared, the Commission shall require real-time public reporting for such transactions. (D) Registered entities and public reporting The Commission may require registered entities to publicly disseminate the secu- rity-based swap transaction and pricing data required to be reported under this para- graph. (E) Rulemaking required With respect to the rule providing for the public availability of transaction and pric- ing data for security-based swaps described in clauses (i) and (ii) of subparagraph (C), the rule promulgated by the Commission shall contain provisions— (i) to ensure such information does not identify the participants; (ii) to specify the criteria for deter- mining what constitutes a large notional security-based swap transaction (block trade) for particular markets and con- tracts; (iii) to specify the appropriate time delay for reporting large notional secu- rity-based swap transactions (block trades) to the public; and (iv) that take into account whether the public disclosure will materially reduce market liquidity. (F) Timeliness of reporting Parties to a security-based swap (including agents of the parties to a security-based swap) shall be responsible for reporting secu- rity-based swap transaction information to the appropriate registered entity in a timely manner as may be prescribed by the Com- mission. Page 300 TITLE 15—COMMERCE AND TRADE § 78m (G) Reporting of swaps to registered secu- rity-based swap data repositories Each security-based swap (whether cleared or uncleared) shall be reported to a reg- istered security-based swap data repository. (H) Registration of clearing agencies A clearing agency may register as a secu- rity-based swap data repository. (2) Semiannual and annual public reporting of aggregate security-based swap data (A) In general In accordance with subparagraph (B), the Commission shall issue a written report on a semiannual and annual basis to make avail- able to the public information relating to— (i) the trading and clearing in the major security-based swap categories; and (ii) the market participants and develop- ments in new products. (B) Use; consultation In preparing a report under subparagraph (A), the Commission shall— (i) use information from security-based swap data repositories and clearing agen- cies; and (ii) consult with the Office of the Comp- troller of the Currency, the Bank for Inter- national Settlements, and such other regu- latory bodies as may be necessary. (C) Authority of Commission The Commission may, by rule, regulation, or order, delegate the public reporting re- sponsibilities of the Commission under this paragraph in accordance with such terms and conditions as the Commission deter- mines to be appropriate and in the public in- terest. (n) Security-based swap data repositories (1) Registration requirement It shall be unlawful for any person, unless registered with the Commission, directly or indirectly, to make use of the mails or any means or instrumentality of interstate com- merce to perform the functions of a security- based swap data repository. (2) Inspection and examination Each registered security-based swap data re- pository shall be subject to inspection and ex- amination by any representative of the Com- mission. (3) Compliance with core principles (A) In general To be registered, and maintain registra- tion, as a security-based swap data reposi- tory, the security-based swap data reposi- tory shall comply with— (i) the requirements and core principles described in this subsection; and (ii) any requirement that the Commis- sion may impose by rule or regulation. (B) Reasonable discretion of security-based swap data repository Unless otherwise determined by the Com- mission, by rule or regulation, a security- based swap data repository described in sub- paragraph (A) shall have reasonable discre- tion in establishing the manner in which the security-based swap data repository com- plies with the core principles described in this subsection. (4) Standard setting (A) Data identification (i) In general In accordance with clause (ii), the Com- mission shall prescribe standards that specify the data elements for each secu- rity-based swap that shall be collected and maintained by each registered security- based swap data repository. (ii) Requirement In carrying out clause (i), the Commis- sion shall prescribe consistent data ele- ment standards applicable to registered entities and reporting counterparties. (B) Data collection and maintenance The Commission shall prescribe data col- lection and data maintenance standards for security-based swap data repositories. (C) Comparability The standards prescribed by the Commis- sion under this subsection shall be com- parable to the data standards imposed by the Commission on clearing agencies in connec- tion with their clearing of security-based swaps. (5) Duties A security-based swap data repository shall— (A) accept data prescribed by the Commis- sion for each security-based swap under sub- section (b); (B) confirm with both counterparties to the security-based swap the accuracy of the data that was submitted; (C) maintain the data described in sub- paragraph (A) in such form, in such manner, and for such period as may be required by the Commission; (D)(i) provide direct electronic access to the Commission (or any designee of the Commission, including another registered entity); and (ii) provide the information described in subparagraph (A) in such form and at such frequency as the Commission may require to comply with the public reporting require- ments set forth in subsection (m); (E) at the direction of the Commission, es- tablish automated systems for monitoring, screening, and analyzing security-based swap data; (F) maintain the privacy of any and all se- curity-based swap transaction information that the security-based swap data repository receives from a security-based swap dealer, counterparty, or any other registered entity; and (G) on a confidential basis pursuant to sec- tion 78x of this title, upon request, and after notifying the Commission of the request, make available security-based swap data ob- Page 301 TITLE 15—COMMERCE AND TRADE § 78m tained by the security-based swap data re- pository, including individual counterparty trade and position data, to— (i) each appropriate prudential regu- lator; (ii) the Financial Stability Oversight Council; (iii) the Commodity Futures Trading Commission; (iv) the Department of Justice; and (v) any other person that the Commis- sion determines to be appropriate, includ- ing— (I) foreign financial supervisors (in- cluding foreign futures authorities); (II) foreign central banks; (III) foreign ministries; and (IV) other foreign authorities. (H) CONFIDENTIALITY AGREEMENT.—Before the security-based swap data repository may share information with any entity described in subparagraph (G), the security-based swap data repository shall receive a written agreement from each entity stating that the entity shall abide by the confidentiality re- quirements described in section 78x of this title relating to the information on security- based swap transactions that is provided. (6) Designation of chief compliance officer (A) In general Each security-based swap data repository shall designate an individual to serve as a chief compliance officer. (B) Duties The chief compliance officer shall— (i) report directly to the board or to the senior officer of the security-based swap data repository; (ii) review the compliance of the secu- rity-based swap data repository with re- spect to the requirements and core prin- ciples described in this subsection; (iii) in consultation with the board of the security-based swap data repository, a body performing a function similar to the board of the security-based swap data re- pository, or the senior officer of the secu- rity-based swap data repository, resolve any conflicts of interest that may arise; (iv) be responsible for administering each policy and procedure that is required to be established pursuant to this section; (v) ensure compliance with this chapter (including regulations) relating to agree- ments, contracts, or transactions, includ- ing each rule prescribed by the Commis- sion under this section; (vi) establish procedures for the remedi- ation of noncompliance issues identified by the chief compliance officer through any— (I) compliance office review; (II) look-back; (III) internal or external audit finding; (IV) self-reported error; or (V) validated complaint; and (vii) establish and follow appropriate procedures for the handling, management response, remediation, retesting, and clos- ing of noncompliance issues. (C) Annual reports (i) In general In accordance with rules prescribed by the Commission, the chief compliance offi- cer shall annually prepare and sign a re- port that contains a description of— (I) the compliance of the security- based swap data repository of the chief compliance officer with respect to this chapter (including regulations); and (II) each policy and procedure of the security-based swap data repository of the chief compliance officer (including the code of ethics and conflict of interest policies of the security-based swap data repository). (ii) Requirements A compliance report under clause (i) shall— (I) accompany each appropriate finan- cial report of the security-based swap data repository that is required to be furnished to the Commission pursuant to this section; and (II) include a certification that, under penalty of law, the compliance report is accurate and complete. (7) Core principles applicable to security-based swap data repositories (A) Antitrust considerations Unless necessary or appropriate to achieve the purposes of this chapter, the swap data repository shall not— (i) adopt any rule or take any action that results in any unreasonable restraint of trade; or (ii) impose any material anticompetitive burden on the trading, clearing, or report- ing of transactions. (B) Governance arrangements Each security-based swap data repository shall establish governance arrangements that are transparent— (i) to fulfill public interest requirements; and (ii) to support the objectives of the Fed- eral Government, owners, and partici- pants. (C) Conflicts of interest Each security-based swap data repository shall— (i) establish and enforce rules to mini- mize conflicts of interest in the decision- making process of the security-based swap data repository; and (ii) establish a process for resolving any conflicts of interest described in clause (i). (D) Additional duties developed by Commis- sion (i) In general The Commission may develop 1 or more additional duties applicable to security- based swap data repositories. Page 302 TITLE 15—COMMERCE AND TRADE § 78m 4 So in original. Probably should be ‘‘clause (i),’’. (ii) Consideration of evolving standards In developing additional duties under subparagraph (A),4 the Commission may take into consideration any evolving standard of the United States or the inter- national community. (iii) Additional duties for Commission des- ignees The Commission shall establish addi- tional duties for any registrant described in subsection (m)(2)(C) in order to mini- mize conflicts of interest, protect data, en- sure compliance, and guarantee the safety and security of the security-based swap data repository. (8) Required registration for security-based swap data repositories Any person that is required to be registered as a security-based swap data repository under this subsection shall register with the Com- mission, regardless of whether that person is also licensed under the Commodity Exchange Act [7 U.S.C. 1 et seq.] as a swap data reposi- tory. (9) Rules The Commission shall adopt rules governing persons that are registered under this sub- section. (o) Beneficial ownership For purposes of this section and section 78p of this title, a person shall be deemed to acquire beneficial ownership of an equity security based on the purchase or sale of a security-based swap, only to the extent that the Commission, by rule, determines after consultation with the pruden- tial regulators and the Secretary of the Treas- ury, that the purchase or sale of the security- based swap, or class of security-based swap, pro- vides incidents of ownership comparable to di- rect ownership of the equity security, and that it is necessary to achieve the purposes of this section that the purchase or sale of the security- based swaps, or class of security-based swap, be deemed the acquisition of beneficial ownership of the equity security. (p) Disclosures relating to conflict minerals orig- inating in the Democratic Republic of the Congo (1) Regulations (A) In general Not later than 270 days after July 21, 2010, the Commission shall promulgate regula- tions requiring any person described in para- graph (2) to disclose annually, beginning with the person’s first full fiscal year that begins after the date of promulgation of such regulations, whether conflict minerals that are necessary as described in paragraph (2)(B), in the year for which such reporting is required, did originate in the Democratic Republic of the Congo or an adjoining coun- try and, in cases in which such conflict min- erals did originate in any such country, sub- mit to the Commission a report that in- cludes, with respect to the period covered by the report— (i) a description of the measures taken by the person to exercise due diligence on the source and chain of custody of such minerals, which measures shall include an independent private sector audit of such report submitted through the Commission that is conducted in accordance with standards established by the Comptroller General of the United States, in accord- ance with rules promulgated by the Com- mission, in consultation with the Sec- retary of State; and (ii) a description of the products manu- factured or contracted to be manufactured that are not DRC conflict free (‘‘DRC con- flict free’’ is defined to mean the products that do not contain minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country), the entity that conducted the independent private sector audit in accordance with clause (i), the facilities used to process the conflict minerals, the country of origin of the con- flict minerals, and the efforts to determine the mine or location of origin with the greatest possible specificity. (B) Certification The person submitting a report under sub- paragraph (A) shall certify the audit de- scribed in clause (i) of such subparagraph that is included in such report. Such a cer- tified audit shall constitute a critical com- ponent of due diligence in establishing the source and chain of custody of such min- erals. (C) Unreliable determination If a report required to be submitted by a person under subparagraph (A) relies on a determination of an independent private sec- tor audit, as described under subparagraph (A)(i), or other due diligence processes pre- viously determined by the Commission to be unreliable, the report shall not satisfy the requirements of the regulations promulgated under subparagraph (A)(i). (D) DRC conflict free For purposes of this paragraph, a product may be labeled as ‘‘DRC conflict free’’ if the product does not contain conflict minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country. (E) Information available to the public Each person described under paragraph (2) shall make available to the public on the Internet website of such person the informa- tion disclosed by such person under subpara- graph (A). (2) Person described A person is described in this paragraph if— (A) the person is required to file reports with the Commission pursuant to paragraph (1)(A); and (B) conflict minerals are necessary to the functionality or production of a product manufactured by such person. Page 303 TITLE 15—COMMERCE AND TRADE § 78m 5 So in original. The word ‘‘a’’ probably should appear. (3) Revisions and waivers The Commission shall revise or temporarily waive the requirements described in paragraph (1) if the President transmits to the Commis- sion a determination that— (A) such revision or waiver is in the na- tional security interest of the United States and the President includes the reasons therefor; and (B) establishes a date, not later than 2 years after the initial publication of such ex- emption, on which such exemption shall ex- pire. (4) Termination of disclosure requirements The requirements of paragraph (1) shall ter- minate on the date on which the President de- termines and certifies to the appropriate con- gressional committees, but in no case earlier than the date that is one day after the end of the 5-year period beginning on July 21, 2010, that no armed groups continue to be directly involved and benefitting from commercial ac- tivity involving conflict minerals. (5) Definitions For purposes of this subsection, the terms ‘‘adjoining country’’, ‘‘appropriate congres- sional committees’’, ‘‘armed group’’, and ‘‘con- flict mineral’’ have the meaning given those terms under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. (q) Disclosure of payments by resource extrac- tion issuers (1) Definitions In this subsection— (A) the term ‘‘commercial development of oil, natural gas, or minerals’’ includes explo- ration, extraction, processing, export, and other significant actions relating to oil, nat- ural gas, or minerals, or the acquisition of a license for any such activity, as determined by the Commission; (B) the term ‘‘foreign government’’ means a foreign government, a department, agency, or instrumentality of a foreign government, or a company owned by a foreign govern- ment, as determined by the Commission; (C) the term ‘‘payment’’— (i) means a payment that is— (I) made to further the commercial de- velopment of oil, natural gas, or min- erals; and (II) not de minimis; and (ii) includes taxes, royalties, fees (in- cluding license fees), production entitle- ments, bonuses, and other material bene- fits, that the Commission, consistent with the guidelines of the Extractive Industries Transparency Initiative (to the extent practicable), determines are part of the commonly recognized revenue stream for the commercial development of oil, nat- ural gas, or minerals; (D) the term ‘‘resource extraction issuer’’ means an issuer that— (i) is required to file an annual report with the Commission; and (ii) engages in the commercial develop- ment of oil, natural gas, or minerals; (E) the term ‘‘interactive data format’’ means an electronic data format in which pieces of information are identified using an interactive data standard; and (F) the term ‘‘interactive data standard’’ means 5 standardized list of electronic tags that mark information included in the an- nual report of a resource extraction issuer. (2) Disclosure (A) Information required Not later than 270 days after July 21, 2010, the Commission shall issue final rules that require each resource extraction issuer to include in an annual report of the resource extraction issuer information relating to any payment made by the resource extrac- tion issuer, a subsidiary of the resource ex- traction issuer, or an entity under the con- trol of the resource extraction issuer to a foreign government or the Federal Govern- ment for the purpose of the commercial de- velopment of oil, natural gas, or minerals, including— (i) the type and total amount of such payments made for each project of the re- source extraction issuer relating to the commercial development of oil, natural gas, or minerals; and (ii) the type and total amount of such payments made to each government. (B) Consultation in rulemaking In issuing rules under subparagraph (A), the Commission may consult with any agen- cy or entity that the Commission deter- mines is relevant. (C) Interactive data format The rules issued under subparagraph (A) shall require that the information included in the annual report of a resource extraction issuer be submitted in an interactive data format. (D) Interactive data standard (i) In general The rules issued under subparagraph (A) shall establish an interactive data stand- ard for the information included in the an- nual report of a resource extraction issuer. (ii) Electronic tags The interactive data standard shall in- clude electronic tags that identify, for any payments made by a resource extraction issuer to a foreign government or the Fed- eral Government— (I) the total amounts of the payments, by category; (II) the currency used to make the pay- ments; (III) the financial period in which the payments were made; (IV) the business segment of the re- source extraction issuer that made the payments; Page 304 TITLE 15—COMMERCE AND TRADE § 78m (V) the government that received the payments, and the country in which the government is located; (VI) the project of the resource extrac- tion issuer to which the payments relate; and (VII) such other information as the Commission may determine is necessary or appropriate in the public interest or for the protection of investors. (E) International transparency efforts To the extent practicable, the rules issued under subparagraph (A) shall support the commitment of the Federal Government to international transparency promotion ef- forts relating to the commercial develop- ment of oil, natural gas, or minerals. (F) Effective date With respect to each resource extraction issuer, the final rules issued under subpara- graph (A) shall take effect on the date on which the resource extraction issuer is re- quired to submit an annual report relating to the fiscal year of the resource extraction issuer that ends not earlier than 1 year after the date on which the Commission issues final rules under subparagraph (A). (3) Public availability of information (A) In general To the extent practicable, the Commission shall make available online, to the public, a compilation of the information required to be submitted under the rules issued under paragraph (2)(A). (B) Other information Nothing in this paragraph shall require the Commission to make available online infor- mation other than the information required to be submitted under the rules issued under paragraph (2)(A). (4) Authorization of appropriations There are authorized to be appropriated to the Commission such sums as may be nec- essary to carry out this subsection. (r) Disclosure of certain activities relating to Iran (1) In general Each issuer required to file an annual or quarterly report under subsection (a) shall dis- close in that report the information required by paragraph (2) if, during the period covered by the report, the issuer or any affiliate of the issuer— (A) knowingly engaged in an activity de- scribed in subsection (a) or (b) of section 5 of the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U.S.C. 1701 note); (B) knowingly engaged in an activity de- scribed in subsection (c)(2) of section 8513 of title 22 or a transaction described in sub- section (d)(1) of that section; (C) knowingly engaged in an activity de- scribed in section 8514a(b)(2) of title 22; or (D) knowingly conducted any transaction or dealing with— (i) any person the property and interests in property of which are blocked pursuant to Executive Order No. 13224 (66 Fed. Reg. 49079; relating to blocking property and prohibiting transactions with persons who commit, threaten to commit, or support terrorism); (ii) any person the property and interests in property of which are blocked pursuant to Executive Order No. 13382 (70 Fed. Reg. 38567; relating to blocking of property of weapons of mass destruction proliferators and their supporters); or (iii) any person or entity identified under section 560.304 of title 31, Code of Federal Regulations (relating to the defi- nition of the Government of Iran) without the specific authorization of a Federal de- partment or agency. (2) Information required If an issuer or an affiliate of the issuer has engaged in any activity described in paragraph (1), the issuer shall disclose a detailed descrip- tion of each such activity, including— (A) the nature and extent of the activity; (B) the gross revenues and net profits, if any, attributable to the activity; and (C) whether the issuer or the affiliate of the issuer (as the case may be) intends to continue the activity. (3) Notice of disclosures If an issuer reports under paragraph (1) that the issuer or an affiliate of the issuer has knowingly engaged in any activity described in that paragraph, the issuer shall separately file with the Commission, concurrently with the annual or quarterly report under sub- section (a), a notice that the disclosure of that activity has been included in that annual or quarterly report that identifies the issuer and contains the information required by para- graph (2). (4) Public disclosure of information Upon receiving a notice under paragraph (3) that an annual or quarterly report includes a disclosure of an activity described in para- graph (1), the Commission shall promptly— (A) transmit the report to— (i) the President; (ii) the Committee on Foreign Affairs and the Committee on Financial Services of the House of Representatives; and (iii) the Committee on Foreign Relations and the Committee on Banking, Housing, and Urban Affairs of the Senate; and (B) make the information provided in the disclosure and the notice available to the public by posting the information on the Internet website of the Commission. (5) Investigations Upon receiving a report under paragraph (4) that includes a disclosure of an activity de- scribed in paragraph (1) (other than an activ- ity described in subparagraph (D)(iii) of that paragraph), the President shall— (A) initiate an investigation into the pos- sible imposition of sanctions under the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U.S.C. 1701 note), section 8513 or 8514a of title 22, an Executive order specified in Page 305 TITLE 15—COMMERCE AND TRADE § 78m clause (i) or (ii) of paragraph (1)(D), or any other provision of law relating to the impo- sition of sanctions with respect to Iran, as applicable; and (B) not later than 180 days after initiating such an investigation, make a determination with respect to whether sanctions should be imposed with respect to the issuer or the af- filiate of the issuer (as the case may be). (6) Sunset The provisions of this subsection shall ter- minate on the date that is 30 days after the date on which the President makes the certifi- cation described in section 8551(a) of title 22. (s) Data standards (1) Requirement The Commission shall, by rule, adopt data standards for all collections of information with respect to periodic and current reports required to be filed or furnished under this section or under section 78o(d) of this title, ex- cept that the Commission may exempt exhib- its, signatures, and certifications from those data standards. (2) Consistency The data standards required under para- graph (1) shall incorporate, and ensure com- patibility with (to the extent feasible), all ap- plicable data standards established in the rules promulgated under section 5334 of title 12, including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334. (June 6, 1934, ch. 404, title I, § 13, 48 Stat. 894; Pub. L. 88–467, § 4, Aug. 20, 1964, 78 Stat. 569; Pub. L. 90–439, § 2, July 29, 1968, 82 Stat. 454; Pub. L. 91–567, §§ 1, 2, Dec. 22, 1970, 84 Stat. 1497; Pub. L. 94–29, § 10, June 4, 1975, 89 Stat. 119; Pub. L. 94–210, title III, § 308(b), Feb. 5, 1976, 90 Stat. 57; Pub. L. 95–213, title I, § 102, title II, §§ 202, 203, Dec. 19, 1977, 91 Stat. 1494, 1498, 1499; Pub. L. 98–38, § 2(a), June 6, 1983, 97 Stat. 205; Pub. L. 100–181, title III, §§ 315, 316, Dec. 4, 1987, 101 Stat. 1256; Pub. L. 100–241, § 12(d), Feb. 3, 1988, 101 Stat. 1810; Pub. L. 100–418, title V, § 5002, Aug. 23, 1988, 102 Stat. 1415; Pub. L. 101–432, § 3, Oct. 16, 1990, 104 Stat. 964; Pub. L. 107–123, § 5, Jan. 16, 2002, 115 Stat. 2395; Pub. L. 107–204, title I, § 109(i), for- merly § 109(h), title IV, §§ 401(a), 402(a), 409, July 30, 2002, 116 Stat. 771, 785, 787, 791, renumbered § 109(i), Pub. L. 111–203, title IX, § 982(h)(3), July 21, 2010, 124 Stat. 1930; Pub. L. 111–203, title VII, §§ 763(i), 766(b), (c), (e), title IX, §§ 929R(a), 929X(a), 985(b)(4), 991(b)(2), title XV, §§ 1502(b), 1504, July 21, 2010, 124 Stat. 1779, 1799, 1866, 1870, 1933, 1952, 2213, 2220; Pub. L. 112–106, title I, § 102(b)(2), Apr. 5, 2012, 126 Stat. 309; Pub. L. 112–158, title II, § 219(a), Aug. 10, 2012, 126 Stat. 1235; Pub. L. 114–94, div. G, title LXXXVI, § 86001(c), Dec. 4, 2015, 129 Stat. 1798; Pub. L. 117–263, div. E, title LVIII, § 5821(f), Dec. 23, 2022, 136 Stat. 3426.) Editorial Notes REFERENCES IN TEXT This chapter, referred to in subsec. (a), was in the original ‘‘this Act’’, and this chapter, referred to in subsecs. (b)(1), (h)(1), (2), (4), (6), (i), and (n)(6)(B)(v), (C)(i)(I), (7)(A), was in the original ‘‘this title’’. See Ref- erences in Text note set out under section 78a of this title. The Securities Act of 1933, referred to in subsecs. (a) and (d)(6)(A), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of chapter 2A of this title. For complete classifica- tion of this Act to the Code, see section 77a of this title and Tables. The Investment Company Act of 1940, referred to in subsecs. (d)(1) and (e)(1), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to sub- chapter I (§ 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. The Federal Deposit Insurance Act, referred to in subsec. (f)(5), is act Sept. 21, 1950, ch. 967, § 2, 64 Stat. 873, which is classified generally to chapter 16 (§ 1811 et seq.) of Title 12, Banks and Banking. For complete clas- sification of this Act to the Code, see Short Title note set out under section 1811 of Title 12 and Tables. Section 7201 of this title, referred to in subsec. (k)(1), was in the original ‘‘section 2 of the Sarbanes-Oxley Act of 2002’’, Pub. L. 107–204, which enacted section 7201 of this title and amended section 78c of this title. The Commodity Exchange Act, referred to in subsec. (n)(8), 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 complete classification of this Act to the Code, see section 1 of Title 7 and Tables. Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, referred to in subsec. (p)(5), is section 1502 of Pub. L. 111–203, which amended this section and enacted provisions set out as a note below. Executive Order No. 13224, referred to in subsec. (r)(1)(D)(i), is Ex. Ord. No. 13224, Sept. 23, 2001, 66 F.R. 49079, which is listed in a table under section 1701 of Title 50, War and National Defense. Executive Order No. 13382, referred to in subsec. (r)(1)(D)(ii), is Ex. Ord. No. 13382, June 28, 2005, 70 F.R. 38567, which is listed in a table under section 1701 of Title 50, War and National Defense. AMENDMENTS 2022—Subsec. (s). Pub. L. 117–263 added subsec. (s). 2015—Subsec. (n)(5)(G). Pub. L. 114–94, § 86001(c)(1)(A), substituted ‘‘make available security-based swap’’ for ‘‘make available all’’ in introductory provisions. Subsec. (n)(5)(G)(v)(IV). Pub. L. 114–94, § 86001(c)(1)(B), added subcl. (IV) Subsec. (n)(5)(H). Pub. L. 114–94, § 86001(c)(2), added subpar. (H) and struck out former subpar. (H) which re- lated to confidentiality and indemnification agree- ment. 2012—Subsec. (a). Pub. L. 112–106 inserted at end of concluding provisions ‘‘In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with sec- tion 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period pre- sented in connection with its first registration state- ment that became effective under this chapter or the Securities Act of 1933 and, with respect to any such statement or reports, an emerging growth company may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 7201 of this title) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.’’ Subsec. (r). Pub. L. 112–158 added subsec. (r). 2010—Subsec. (b)(1). Pub. L. 111–203, § 985(b)(4), sub- stituted ‘‘earnings statement’’ for ‘‘earning state- ment’’. Subsec. (b)(2)(C). Pub. L. 111–203, § 982(h)(3), amended Pub. L. 107–204, § 109. See 2002 Amendment note below. Subsec. (d)(1). Pub. L. 111–203, § 929R(a)(1), in intro- ductory provisions, inserted ‘‘or within such shorter Page 306 TITLE 15—COMMERCE AND TRADE § 78m time as the Commission may establish by rule’’ after ‘‘within ten days after such acquisition’’ and struck out ‘‘send to the issuer of the security at its principal exec- utive office, by registered or certified mail, send to each exchange where the security is traded, and’’ before ‘‘file with the Commission’’. Pub. L. 111–203, § 766(b)(1), in introductory provisions, inserted ‘‘or otherwise becomes or is deemed to become a beneficial owner of any of the foregoing upon the pur- chase or sale of a security-based swap that the Commis- sion may define by rule, and’’ after ‘‘section 1629c(d)(6) of title 43,’’. Subsec. (d)(2). Pub. L. 111–203, § 929R(a)(2), struck out ‘‘in the statements to the issuer and the exchange, and’’ after ‘‘facts set forth’’ and ‘‘shall be transmitted to the issuer and the exchange and’’ after ‘‘an amend- ment’’. Subsec. (e)(3). Pub. L. 111–203, § 991(b)(2)(A), sub- stituted ‘‘paragraph (4)’’ for ‘‘paragraphs (5) and (6)’’. Subsec. (e)(4) to (6). Pub. L. 111–203, § 991(b)(2)(B), (C), added pars. (4) to (6) and struck out former pars. (4) to (6) which related to offsetting collections, annual ad- justment of rate, and final rate adjustment, respec- tively. Subsec. (e)(8) to (10). Pub. L. 111–203, § 991(b)(2)(D), struck out pars. (8) to (10) which related to review and effective date of adjusted rate, collection of fees upon lapse of appropriation, and publication of rate, respec- tively. Subsec. (f)(1). Pub. L. 111–203, § 766(c), which directed insertion of ‘‘or otherwise becomes or is deemed to be- come a beneficial owner of any security of a class de- scribed in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule,’’ after ‘‘subsection (d)(1) of this section’’, was executed by making the insertion after ‘‘section 13(d)(1) of this title’’, which was translated to ‘‘subsection (d)(1) of this section’’, to reflect the probable intent of Congress. Subsec. (f)(2) to (6). Pub. L. 111–203, § 929X(a), added par. (2) and redesignated former pars. (2) to (5) as (3) to (6), respectively. Subsec. (g)(1). Pub. L. 111–203, § 929R(a)(3), struck out ‘‘shall send to the issuer of the security and’’ before ‘‘shall file’’ in introductory provisions. Pub. L. 111–203, § 766(b)(2), in introductory provisions, inserted ‘‘or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a secu- rity-based swap that the Commission may define by rule’’ after ‘‘subsection (d)(1) of this section’’. Subsec. (g)(2). Pub. L. 111–203, § 929R(a)(4), struck out ‘‘sent to the issuer and’’ after ‘‘the statement’’ and ‘‘shall be transmitted to the issuer and’’ after ‘‘an amendment’’. Subsecs. (m), (n). Pub. L. 111–203, § 763(i), added sub- secs. (m) and (n). Subsec. (o). Pub. L. 111–203, § 766(e), added subsec. (o). Subsec. (p). Pub. L. 111–203, § 1502(b), added subsec. (p). Subsec. (q). Pub. L. 111–203, § 1504, added subsec. (q). 2002—Subsec. (b)(2)(C). Pub. L. 107–204, § 109(i), for- merly § 109(h), renumbered § 109(i) by Pub. L. 111–203, § 982(h)(3), added subpar. (C). Subsec. (e)(3). Pub. L. 107–123, § 5(1), substituted ‘‘a fee at a rate that, subject to paragraphs (5) and (6), is equal to $92 per $1,000,000 of the value of securities proposed to be purchased’’ for ‘‘a fee of 1⁄50 of 1 per centum of the value of securities proposed to be purchased’’. Subsec. (e)(4) to (10). Pub. L. 107–123, § 5(2), added pars. (4) to (10). Subsecs. (i), (j). Pub. L. 107–204, § 401(a), added sub- secs. (i) and (j). Subsec. (k). Pub. L. 107–204, § 402(a), added subsec. (k). Subsec. (l). Pub. L. 107–204, § 409, added subsec. (l). 1990—Subsec. (h). Pub. L. 101–432 added subsec. (h). 1988—Subsec. (b)(4) to (7). Pub. L. 100–418 added pars. (4) to (7). Subsec. (d)(1). Pub. L. 100–241 inserted ‘‘or any equity security issued by a Native Corporation pursuant to section 1629c(d)(6) of title 43’’. 1987—Subsec. (c). Pub. L. 100–181, § 315, struck out ‘‘of’’ after ‘‘thereof’’. Subsec. (h). Pub. L. 100–181, § 316, struck out subsec. (h) which required Commission to report to Congress within thirty months of Dec. 19, 1977, with respect to ef- fectiveness of ownership reporting requirements con- tained in this chapter and desirability and feasibility of reducing or otherwise modifying the 5 per centum threshold used in subsecs. (d)(1) and (g)(1) of this sec- tion. 1983—Subsec. (e)(3). Pub. L. 98–38 added par. (3). 1977—Subsec. (b). Pub. L. 95–213, § 102, designated ex- isting provisions as par. (1) and added pars. (2) and (3). Subsec. (d)(1). Pub. L. 95–213, § 202, inserted references to residence and citizenship of persons and to nature of beneficial ownership of persons in subpar. (A), and in- serted references to background, identity, residence, and citizenship of associates of persons in subpar. (D). Subsecs. (g), (h). Pub. L. 95–213, § 203, added subsecs. (g) and (h). 1976—Subsec. (b). Pub. L. 94–210 substituted provi- sions relating to exceptions for inconsistent rules and regulations, for provisions relating to reporting re- quirements for carriers subject to the provisions of sec- tion 20 of title 49, or other carriers required to make re- ports of the same general character as those required under section 20 of title 49. 1975—Subsec. (f). Pub. L. 94–29 added subsec. (f). 1970—Subsec. (d)(1). Pub. L. 91–567, § 1(a), included eq- uity securities of insurance companies which would have been required to be registered except for the ex- emption contained in section 78l(g)(2)(G) of this title, and substituted ‘‘5 per centum’’ for ‘‘10 per centum’’. Subsec. (d)(5), (6). Pub. L. 91–567, § 1(b), added par. (5) and redesignated former par. (5) as (6). Subsec. (e)(2). Pub. L. 91–567, § 2, inserted provisions empowering the Commission to make rules and regula- tions implementing the paragraph in the public inter- est and for the protection of investors. 1968—Subsecs. (d), (e). Pub. L. 90–439 added subsecs. (d) and (e). 1964—Subsec. (a). Pub. L. 88–467 substituted provi- sions which require the issuer of a security registered pursuant to section 78l of this title to file reports with the Commission rather than with the exchange and to furnish the exchange with duplicate originals and pro- hibit the Commission from requiring the filing of any material contract wholly executed before July 1, 1962 for former provisions which required the issuer of a se- curity registered on a national securities exchange to file certain reports with the exchange and to file dupli- cates with the Commission. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2015 AMENDMENT Amendment by Pub. L. 114–94 effective as if enacted as part of the Dodd-Frank Wall Street Reform and Con- sumer Protection Act, Pub. L. 111–203, see section 86001(d) of Pub. L. 114–94, set out as a note under sec- tion 7a–1 of Title 7, Agriculture. EFFECTIVE DATE OF 2012 AMENDMENT Pub. L. 112–158, title II, § 219(b), Aug. 10, 2012, 126 Stat. 1236, provided that: ‘‘The amendment made by sub- section (a) [amending this section] shall take effect with respect to reports required to be filed with the Se- curities and Exchange Commission after the date that is 180 days after the date of the enactment of this Act [Aug. 10, 2012].’’ EFFECTIVE DATE OF 2010 AMENDMENT Amendment by sections 929R(a), 929X(a), 982(h)(3), 985(b)(4), 1502(b), and 1504 of Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking. Amendment by sections 763(i) and 766(b), (c), (e) of Pub. L. 111–203 effective on the later of 360 days after Page 307 TITLE 15—COMMERCE AND TRADE § 78m 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. Amendment by section 991(b)(2) of Pub. L. 111–203 ef- fective Oct. 1, 2011, see section 991(b)(4) of Pub. L. 111–203, set out as a note under section 77f of this title. EFFECTIVE DATE OF 2002 AMENDMENT Amendment by Pub. L. 107–123 effective Oct. 1, 2001, except that authorities provided by subsec. (e)(9) of this section to not apply until Oct. 1, 2002, see section 11 of Pub. L. 107–123, set out as a note under section 78ee of this title. EFFECTIVE DATE OF 1976 AMENDMENT Amendment by Pub. L. 94–210 not applicable to any report by any person with respect to a fiscal year of such person which began before Feb. 5, 1976, see section 308(d)(2) of Pub. L. 94–210, set out as a note under sec- tion 80a–3 of this title. EFFECTIVE DATE OF 1975 AMENDMENT Amendment by Pub. L. 94–29 effective June 4, 1975, see section 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title. EFFECTIVE DATE OF 1964 AMENDMENT Amendment by Pub. L. 88–467 effective Aug. 20, 1964, see section 13 of Pub. L. 88–467, set out as a note under section 78c of this title. RULE OF CONSTRUCTION—NO NEW DISCLOSURE REQUIREMENTS Amendment by Pub. L. 117–263 not to be construed to require certain additional information to be collected or disclosed, see section 5826 of Pub. L. 117–263, set out as a note under section 77g of this title. IMPROVING ACCESS TO CAPITAL Pub. L. 115–174, title V, § 508, May 24, 2018, 132 Stat. 1364, provided that: ‘‘The Securities and Exchange Com- mission shall amend— ‘‘(1) section 230.251 of title 17, Code of Federal Regu- lations, to remove the requirement that the issuer not be subject to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) [15 U.S.C. 78m, 78o(d)] immediately before the offering; and ‘‘(2) section 230.257 of title 17, Code of Federal Regu- lations, with respect to an offering described in sec- tion 230.251(a)(2) of title 17, Code of Federal Regula- tions, to deem any issuer that is subject to section 13 or 15(d) of the Securities Exchange Act of 1934 as hav- ing met the periodic and current reporting require- ments of section 230.257 of title 17, Code of Federal Regulations, if such issuer meets the reporting re- quirements of section 13 of the Securities Exchange Act of 1934.’’ SUMMARY PAGE FOR FORM 10–K Pub. L. 114–94, div. G, title LXXII, § 72001, Dec. 4, 2015, 129 Stat. 1784, provided that: ‘‘Not later than the end of the 180-day period beginning on the date of the enact- ment of this Act [Dec. 4, 2015], the Securities and Ex- change Commission shall issue regulations to permit issuers to submit a summary page on form 10–K (17 CFR 249.310), but only if each item on such summary page includes a cross-reference (by electronic link or other- wise) to the material contained in form 10–K to which such item relates.’’ ELIMINATION OF EXEMPTION FROM FAIR DISCLOSURE RULE Pub. L. 111–203, title IX, § 939B, July 21, 2010, 124 Stat. 1887, provided that: ‘‘Not later than 90 days after the date of enactment of this subtitle [July 21, 2010], the Securities [and] Exchange Commission shall revise Regulation FD (17 C.F.R. 243.100) to remove from such regulation the exemption for entities whose primary business is the issuance of credit ratings (17 C.F.R. 243.100(b)(2)(iii)).’’ CONFLICT MINERALS Pub. L. 111–203, title XV, § 1502, July 21, 2010, 124 Stat. 2213, as amended by Pub. L. 114–301, § 3(b), Dec. 16, 2016, 130 Stat. 1515, provided that: ‘‘(a) SENSE OF CONGRESS ON EXPLOITATION AND TRADE OF CONFLICT MINERALS ORIGINATING IN THE DEMOCRATIC REPUBLIC OF THE CONGO.—It is the sense of Congress that the exploitation and trade of conflict minerals originating in the Democratic Republic of the Congo is helping to finance conflict characterized by extreme levels of violence in the eastern Democratic Republic of the Congo, particularly sexual- and gender-based vio- lence, and contributing to an emergency humanitarian situation therein, warranting the provisions of section 13(p) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)], as added by subsection (b). ‘‘(b) [Amended this section.] ‘‘(c) STRATEGY AND MAP TO ADDRESS LINKAGES BE- TWEEN CONFLICT MINERALS AND ARMED GROUPS.— ‘‘(1) STRATEGY.— ‘‘(A) IN GENERAL.—Not later than 180 days after the date of the enactment of this Act [July 21, 2010], the Secretary of State, in consultation with the Ad- ministrator of the United States Agency for Inter- national Development, shall submit to the appro- priate congressional committees a strategy to ad- dress the linkages between human rights abuses, armed groups, mining of conflict minerals, and commercial products. ‘‘(B) CONTENTS.—The strategy required by sub- paragraph (A) shall include the following: ‘‘(i) A plan to promote peace and security in the Democratic Republic of the Congo by supporting efforts of the Government of the Democratic Re- public of the Congo, including the Ministry of Mines and other relevant agencies, adjoining countries, and the international community, in particular the United Nations Group of Experts on the Democratic Republic of Congo, to— ‘‘(I) monitor and stop commercial activities involving the natural resources of the Demo- cratic Republic of the Congo that contribute to the activities of armed groups and human rights violations in the Democratic Republic of the Congo; and ‘‘(II) develop stronger governance and eco- nomic institutions that can facilitate and im- prove transparency in the cross-border trade in- volving the natural resources of the Democratic Republic of the Congo to reduce exploitation by armed groups and promote local and regional development. ‘‘(ii) A plan to provide guidance to commercial entities seeking to exercise due diligence on and formalize the origin and chain of custody of con- flict minerals used in their products and on their suppliers to ensure that conflict minerals used in the products of such suppliers do not directly or indirectly finance armed conflict or result in labor or human rights violations. ‘‘(iii) A description of punitive measures that could be taken against individuals or entities whose commercial activities are supporting armed groups and human rights violations in the Democratic Republic of the Congo. ‘‘(2) MAP.— ‘‘(A) IN GENERAL.—Not later than 180 days after the date of the enactment of this Act [July 21, 2010], the Secretary of State shall, in accordance with the recommendation of the United Nations Group of Experts on the Democratic Republic of the Congo in their December 2008 report— ‘‘(i) produce a map of mineral-rich zones, trade routes, and areas under the control of armed Page 308 TITLE 15—COMMERCE AND TRADE § 78m groups in the Democratic Republic of the Congo and adjoining countries based on data from mul- tiple sources, including— ‘‘(I) the United Nations Group of Experts on the Democratic Republic of the Congo; ‘‘(II) the Government of the Democratic Re- public of the Congo, the governments of adjoin- ing countries, and the governments of other Member States of the United Nations; and ‘‘(III) local and international nongovern- mental organizations; ‘‘(ii) make such map available to the public; and ‘‘(iii) provide to the appropriate congressional committees an explanatory note describing the sources of information from which such map is based and the identification, where possible, of the armed groups or other forces in control of the mines depicted. ‘‘(B) DESIGNATION.—The map required under sub- paragraph (A) shall be known as the ‘Conflict Min- erals Map’, and mines located in areas under the control of armed groups in the Democratic Republic of the Congo and adjoining countries, as depicted on such Conflict Minerals Map, shall be known as ‘Conflict Zone Mines’. ‘‘(C) UPDATES.—The Secretary of State shall up- date the map required under subparagraph (A) not less frequently than once every 180 days until the date on which the disclosure requirements under paragraph (1) of section 13(p) of the Securities Ex- change Act of 1934 [15 U.S.C. 78m(p)], as added by subsection (b), terminate in accordance with the provisions of paragraph (4) of such section 13(p). ‘‘(D) PUBLICATION IN FEDERAL REGISTER.—The Sec- retary of State shall add minerals to the list of minerals in the definition of conflict minerals under section 1502 [amending this section and en- acting this note], as appropriate. The Secretary shall publish in the Federal Register notice of in- tent to declare a mineral as a conflict mineral in- cluded in such definition not later than one year before such declaration. ‘‘(d) REPORTS.— ‘‘(1) BASELINE REPORT.—Not later than 1 year after the date of the enactment of this Act [July 21, 2010] and annually thereafter through 2020, in 2022, and in 2024, the Comptroller General of the United States shall submit to appropriate congressional commit- tees a report that includes an assessment of the rate of sexual- and gender-based violence in war-torn areas of the Democratic Republic of the Congo and adjoining countries. ‘‘(2) REGULAR REPORT ON EFFECTIVENESS.—Not later than 2 years after the date of the enactment of this Act [July 21, 2010] and annually thereafter through 2020, in 2022, and in 2024, the Comptroller General of the United States shall submit to the appropriate congressional committees a report that includes the following: ‘‘(A) An assessment of the effectiveness of section 13(p) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)], as added by subsection (b), in pro- moting peace and security in the Democratic Re- public of the Congo and adjoining countries. ‘‘(B) A description of issues encountered by the Securities and Exchange Commission in carrying out the provisions of such section 13(p). ‘‘(C)(i) A general review of persons described in clause (ii) and whether information is publicly available about— ‘‘(I) the use of conflict minerals by such per- sons; and ‘‘(II) whether such conflict minerals originate from the Democratic Republic of the Congo or an adjoining country. ‘‘(ii) A person is described in this clause if— ‘‘(I) the person is not required to file reports with the Securities and Exchange Commission pursuant to section 13(p)(1)(A) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)(1)(A)], as added by subsection (b); and ‘‘(II) conflict minerals are necessary to the functionality or production of a product manufac- tured by such person. ‘‘(3) REPORT ON PRIVATE SECTOR AUDITING.—Not later than 30 months after the date of the enactment of this Act [July 21, 2010], and annually thereafter, the Secretary of Commerce shall submit to the appro- priate congressional committees a report that in- cludes the following: ‘‘(A) An assessment of the accuracy of the inde- pendent private sector audits and other due dili- gence processes described under section 13(p) of the Securities Exchange Act of 1934 [15 U.S.C. 78m(p)]. ‘‘(B) Recommendations for the processes used to carry out such audits, including ways to— ‘‘(i) improve the accuracy of such audits; and ‘‘(ii) establish standards of best practices. ‘‘(C) A listing of all known conflict mineral proc- essing facilities worldwide. ‘‘(e) DEFINITIONS.—For purposes of this section: ‘‘(1) ADJOINING COUNTRY.—The term ‘adjoining country’, with respect to the Democratic Republic of the Congo, means a country that shares an inter- nationally recognized border with the Democratic Re- public of the Congo. ‘‘(2) APPROPRIATE CONGRESSIONAL COMMITTEES.—The term ‘appropriate congressional committees’ means— ‘‘(A) the Committee on Appropriations, the Com- mittee on Foreign Affairs, the Committee on Ways and Means, and the Committee on Financial Serv- ices of the House of Representatives; and ‘‘(B) the Committee on Appropriations, the Com- mittee on Foreign Relations, the Committee on Fi- nance, and the Committee on Banking, Housing, and Urban Affairs of the Senate. ‘‘(3) ARMED GROUP.—The term ‘armed group’ means an armed group that is identified as perpetrators of serious human rights abuses in the annual Country Reports on Human Rights Practices under sections 116(d) and 502B(b) of the Foreign Assistance Act of 1961 (22 U.S.C. 2151n(d) and 2304(b)) relating to the Democratic Republic of the Congo or an adjoining country. ‘‘(4) CONFLICT MINERAL.—The term ‘conflict min- eral’ means— ‘‘(A) columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives; or ‘‘(B) any other mineral or its derivatives deter- mined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country. ‘‘(5) UNDER THE CONTROL OF ARMED GROUPS.—The term ‘under the control of armed groups’ means areas within the Democratic Republic of the Congo or ad- joining countries in which armed groups— ‘‘(A) physically control mines or force labor of ci- vilians to mine, transport, or sell conflict minerals; ‘‘(B) tax, extort, or control any part of trade routes for conflict minerals, including the entire trade route from a Conflict Zone Mine to the point of export from the Democratic Republic of the Congo or an adjoining country; or ‘‘(C) tax, extort, or control trading facilities, in whole or in part, including the point of export from the Democratic Republic of the Congo or an adjoin- ing country.’’ CONSULTATION Pub. L. 106–102, title II, § 241, Nov. 12, 1999, 113 Stat. 1407, provided that: ‘‘(a) IN GENERAL.—The Securities and Exchange Com- mission shall consult and coordinate comments with the appropriate Federal banking agency before taking any action or rendering any opinion with respect to the manner in which any insured depository institution or depository institution holding company reports loan loss reserves in its financial statement, including the amount of any such loan loss reserve. ‘‘(b) DEFINITIONS.—For purposes of subsection (a), the terms ‘insured depository institution’, ‘depository in- Page 309 TITLE 15—COMMERCE AND TRADE § 78m–1 stitution holding company’, and ‘appropriate Federal banking agency’ have the same meaning as given in section 3 of the Federal Deposit Insurance Act [12 U.S.C. 1813].’’ ADJUSTMENT OF REGISTRATION FEE RATE By order dated Aug. 25, 2023, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $147.60 per $1,000,000, effective Oct. 1, 2023, see 88 F.R. 59953. By order dated Aug. 25, 2022, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $110.20 per $1,000,000, effective Oct. 1, 2022, see 87 F.R. 53030. By order dated Aug. 23, 2021, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $92.70 per $1,000,000, effective Oct. 1, 2021, see 86 F.R. 47696. By order dated Aug. 26, 2020, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $109.10 per $1,000,000, effective Oct. 1, 2020, see 85 F.R. 53890. By order dated Aug. 23, 2019, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $129.80 per $1,000,000, effective Oct. 1, 2019, see 84 F.R. 45601. By order dated Aug. 24, 2018, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $121.20 per $1,000,000, effective Oct. 1, 2018, see 83 F.R. 44101. By order dated Aug. 24, 2017, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $124.50 per $1,000,000, effective Oct. 1, 2017, see 82 F.R. 41080. By order dated Aug. 30, 2016, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $115.90 per $1,000,000, effective Oct. 1, 2016, see 81 F.R. 61283. By order dated Aug. 26, 2015, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $100.70 per $1,000,000, effective Oct. 1, 2015, see 80 F.R. 52824. By order dated Aug. 29, 2014, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $116.20 per $1,000,000, effective Oct. 1, 2014, see 79 F.R. 52771. By order dated Aug. 30, 2013, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $128.80 per $1,000,000, effective Oct. 1, 2013, see 78 F.R. 54934. By order dated Aug. 31, 2012, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $136.40 per $1,000,000, effective Oct. 1, 2012, see 77 F.R. 55240. By order dated Aug. 31, 2011, the Securities and Ex- change Commission adjusted the fee rates applicable under subsec. (e) of this section to $114.60 per $1,000,000, effective Oct. 1, 2011, see 76 F.R. 55139. 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. ASSIGNMENT OF FUNCTION RELATING TO GRANTING OF AUTHORITY FOR ISSUANCE OF CERTAIN DIRECTIVES Memorandum of President of the United States, May 5, 2006, 71 F.R. 27943, provided: Memorandum for the Director of National Intel- ligence By virtue of the authority vested in me by the Con- stitution and laws of the United States, including sec- tion 301 of title 3, United States Code, I hereby assign to you the function of the President under section 13(b)(3)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m(b)(3)(A)). In performing such function, you should consult the heads of departments and agencies, as appropriate. You are authorized and directed to publish this memorandum in the Federal Register. GEORGE W. BUSH. § 78m–1. Reporting and recordkeeping for certain security-based swaps (a) Required reporting of security-based swaps not accepted by any clearing agency or de- rivatives clearing organization (1) In general Each security-based swap that is not accept- ed for clearing by any clearing agency or de- rivatives clearing organization shall be re- ported to— (A) a security-based swap data repository described in section 78m(n) of this title; or (B) in the case in which there is no secu- rity-based swap data repository that would accept the security-based swap, to the Com- mission pursuant to this section within such time period as the Commission may by rule or regulation prescribe. (2) Transition rule for preenactment security- based swaps (A) Security-based swaps entered into before July 21, 2010 Each security-based swap entered into be- fore July 21, 2010, the terms of which have not expired as of July 21, 2010, shall be re- ported to a registered security-based swap data repository or the Commission by a date that is not later than— (i) 30 days after issuance of the interim final rule; or (ii) such other period as the Commission determines to be appropriate. (B) Commission rulemaking The Commission shall promulgate an in- terim final rule within 90 days of July 21, 2010, providing for the reporting of each se- curity-based swap entered into before July 21, 2010, as referenced in subparagraph (A). (C) Effective date The reporting provisions described in this section shall be effective upon July 21, 2010. (3) Reporting obligations (A) Security-based swaps in which only 1 counterparty is a security-based swap dealer or major security-based swap par- ticipant With respect to a security-based swap in which only 1 counterparty is a security- based swap dealer or major security-based swap participant, the security-based swap dealer or major security-based swap partici- pant shall report the security-based swap as required under paragraphs (1) and (2). (B) Security-based swaps in which 1 counterparty is a security-based swap dealer and the other a major security- based swap participant With respect to a security-based swap in which 1 counterparty is a security-based