12 CFR 16.32 - Fraudulent transactions and unsafe or unsound practices.

§ 16.32 Fraudulent transactions and unsafe or unsound practices.

(a) No person in the offer or sale of national bank or Federal savings association securities shall directly or indirectly:

(1) Employ any device, scheme or artifice to defraud;

(2) Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or

(3) Engage in any act, practice, or course of business which operates as a fraud or deceit upon any person, in connection with the purchase or sale of any security of a national bank or Federal savings association.

(b) Nothing in this section limits the applicability of section 17 of the Securities Act ( 15 U.S.C. 77q) or section 10(b) of the Exchange Act ( 15 U.S.C. 78j) or Rule 10b-5 promulgated thereunder ( 17 CFR 240.10b-5).

(c) Any violation of this section also constitutes an unsafe or unsound practice under 12 U.S.C. 1818.

(d) SEC Rule 175 ( 17 CFR 230.175 - Liability for certain statements by issuers) applies to this part.

[ 59 FR 54798, Nov. 2, 1994, as amended at 82 FR 8109, Jan. 23, 2017]