15 U.S. Code § 77e - Prohibitions relating to interstate commerce and the mails

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(a) Sale or delivery after sale of unregistered securities
Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or
(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.
(b) Necessity of prospectus meeting requirements of section 77j of this title
It shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this subchapter, unless such prospectus meets the requirements of section 77j of this title; or
(2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) ofsection 77j of this title.
(c) Necessity of filing registration statement
It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security, unless a registration statement has been filed as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under section 77h of this title.
(d) Limitation
Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors, as such terms are respectively defined in section 230.144A and section 230.501(a) of title 17, Code of Federal Regulations, or any successor thereto, to determine whether such investors might have an interest in a contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities with the Commission, subject to the requirement of subsection (b)(2).
(e) Security-based swaps
Notwithstanding the provisions of section 77c or 77d of this title, unless a registration statement meeting the requirements of section 77j (a) of this title is in effect as to a security-based swap, it shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell, offer to buy or purchase or sell a security-based swap to any person who is not an eligible contract participant as defined in section 1a (18) of title 7.

Source

(May 27, 1933, ch. 38, title I, § 5,48 Stat. 77; June 6, 1934, ch. 404, title II, § 204,48 Stat. 906; Aug. 10, 1954, ch. 667, title I, § 7,68 Stat. 684; Pub. L. 111–203, title VII, § 768(b),July 21, 2010, 124 Stat. 1801; Pub. L. 112–106, title I, § 105(c),Apr. 5, 2012, 126 Stat. 311.)
Amendment of Section

Unless otherwise provided, amendment by subtitle B (§§ 761–774) of title VII of Pub. L. 111–203effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle B requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see 2010 Amendment notes and Effective Date of 2010 Amendment note below.
Amendments

2012—Subsecs. (d), (e). Pub. L. 112–106added subsec. (d) and redesignated former subsec. (d) as (e).
2010—Subsec. (d). Pub. L. 111–203added subsec. (d).
1954—Subsec. (a)(1). Act Aug. 10, 1954, struck out “or offer to buy” after “to sell”.
Subsec. (b). Act Aug. 10, 1954, in par. (1) substituted “with respect to which a registration statement has been filed” for “registered” and in par. (2) omitted “to” after “to carry or” and inserted “subsection (a) of” before “section 77j of this title”.
Subsec. (c). Act Aug. 10, 1954, added subsec. (c).
1934—Act June 6, 1934, repealed subsec. (c), the provisions of which were replaced by section 77c (a)(11) of this title.
Effective Date of 2010 Amendment

Amendment by Pub. L. 111–203effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see section 774 ofPub. L. 111–203, set out as a note under section 77b 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.
Increased Access to Foreign Business Information

Pub. L. 104–290, title I, § 109,Oct. 11, 1996, 110 Stat. 3426, provided that: “Not later than 1 year after the date of enactment of this Act [Oct. 11, 1996], the Commission shall adopt rules under the Securities Act of 1933 [15 U.S.C. 77a et seq.] concerning the status under the registration provisions of the Securities Act of 1933 of foreign press conferences and foreign press releases by persons engaged in the offer and sale of securities.”

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The most recent Classification Table update that we have noticed was Tuesday, August 13, 2013

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15 USCDescription of ChangeSession YearPublic LawStatutes at Large
§ 77e2012112-106 [Sec.] 105(c)126 Stat. 311

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17 CFR - Commodity and Securities Exchanges

17 CFR Part 200 - ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND REQUESTS

17 CFR Part 229 - STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K

 

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