17 CFR 200.2 - Statutory functions.

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§ 200.2 Statutory functions.

Following are brief descriptions of the Commission's functions under each of the statutes it administers:

(a)Securities Act of 1933.

(1) Issuers of securities making public offerings for sale in interstate commerce or through the mails, directly or by others on their behalf, are required to file with the Commission registration statements containing financial and other pertinent data about the issuer and the offering. A similar requirement is provided with respect to such public offerings on behalf of a controlling person of the issuer. Unless a registration statement is in effect with respect to such securities, it is unlawful to sell the securities in interstate commerce or through the mails. (There are certain limited exemptions, such as government securities, non-public offerings, and intrastate offerings.) The effectiveness of a registration statement may be refused or suspended after a hearing if the statement contains material misstatements or omissions, thus barring sale of the securities until it is appropriately amended. Registration is not a finding by the Commission as to the accuracy of the facts disclosed; and it is unlawful so to represent. Moreover, registration of securities does not imply approval of the issue by the Commission or insure investors against loss in their purchase, but serves rather to provide information upon which investors may make an informed and realistic evaluation of the worth of the securities.

(2) Persons responsible for filing false information with the Commission subject themselves to the risk of fine or imprisonment or both; and the issuing company, its directors, officers, and the underwriters and dealers and others may be liable in damages to purchasers of registered securities if the disclosures in the registration statements and prospectus are materially defective. Also the statute contains antifraud provisions which apply generally to the sale of securities, whether or not registered.

(b)Securities Exchange Act of 1934. This Act requires the filing of registration applications and annual and other reports with national securities exchanges and the Commission, by companies whose securities are listed on the exchanges. Annual and other reports must be filed also by certain companies whose securities are traded on the over-the-counter markets. These must contain financial and other data prescribed by the Commission for the information of investors. Material misstatements or omissions are grounds for suspension or withdrawal of the security from exchange trading. This Act makes unlawful any solicitation of proxies, authorizations, or consents in contravention of Commission rules. These rules require disclosure of information about the subject of the solicitation to security holders. The Act requires disclosure of the holdings and the transactions by an officer, director, or beneficial owner of over 10 percent of any class of equity security of certain companies. It also requires disclosure of the beneficial owners of more than five percent of any class of equity securities of a registered company. It provides substantive and procedural protection to security holders in third-party and issuer tender offers. The Act also provides for the registration with, and regulation by, the Commission of national securities exchanges, brokers or dealers engaged in an over-the-counter securities business, and national associations of such brokers or dealers. It gives the Commission rulemaking power with respect to short sales, stabilizing, floor trading activities of specialists and odd-lot dealers, and such matters as excessive trading by exchange members. The Act authorizes the Board of Governors of the Federal Reserve System to prescribe minimum margin requirements for listed securities.

(c)Trust Indenture Act of 1939. This Act safeguards the interests of purchasers of publicly-offered debt securities issued under trust indentures by requiring the inclusion of certain protective provisions in, and the exclusion of certain types of exculpatory clauses from, trust indentures. The Act also requires that an independent indenture trustee represent the debtors by proscribing certain relationships that could conflict with proper exercise of duties.

(d)Investment Company Act of 1940. This Act establishes a comprehensive regulatory framework for investment companies and subjects their activities to regulation under standards prescribed for the protection of investors. Among other things, the Act provides for the registration of investment companies with the Commission; requires them to disclose their financial condition and investment policies to their shareholders; prohibits them from substantially changing investment policies without shareholder approval; bars persons guilty of securities fraud from serving as officers or directors; prevents underwriters, investment bankers, or brokers from constituting more than a minority of the directors of an investment company; requires that management contracts be submitted to shareholders for their approval; prohibits transactions between investment companies and their directors, officers, or affiliated companies or persons, except when approved by the Commission; and prohibits investment companies from issuing senior securities except under specified terms and conditions. The Act also regulates advisory fees, sales and repurchases of securities, exchange offers, and other activities of investment companies. The Act authorizes the Commission to exempt any person or class of persons or securities from any provisions of, or rules under, the Act and to conduct any investigation it deems necessary to determine existing or potential violations of the Act. It also authorizes the Commission to prepare reports to security holders on the fairness of plans of reorganization, merger, or consolidation. The Commission may institute a court action to enjoin acts or practices of management involving, among other things, a breach of fiduciary duty and the consummation of plans of reorganization, merger, or consolidation that are grossly unfair to security holders.

(e)Investment Advisers Act of 1940. Persons who, for compensation, engage in the business of advising others with respect to their security transactions must register with the Commission. Their activities in the conduct of such business are subject to standards of the act which make unlawful those practices which constitute fraud or deceit and which require, among other things, disclosure of any interests they may have in transactions executed for clients. The Act grants to the Commission rule-making power with respect to fraudulent and other activities of investment advisers.

(f)Chapter 11 of the Bankruptcy Code. Chapter 11 of the Bankruptcy Code ( 11 U.S.C. 1101et seq.) provides for Commission participation as a statutory party in reorganization cases. Under section 1109(a) of the Bankruptcy Code ( 11 U.S.C. 1109(a)), which also applies to Chapter 9 cases regarding municipalities, the Commission “may raise and may appear and be heard on any issue in the case.”

( 11 U.S.C. 901, 1109(a))
[ 27 FR 12712, Dec. 22, 1962, as amended at 49 FR 12684, Mar. 30, 1984; 60 FR 14624, Mar. 20, 1995; 76 FR 71874, Nov. 21, 2011]

This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.

This list is taken from the Parallel Table of Authorities and Rules provided by GPO [Government Printing Office].

It is not guaranteed to be accurate or up-to-date, though we do refresh the database weekly. More limitations on accuracy are described at the GPO site.

United States Code
U.S. Code: Title 5 - APPENDIX
U.S. Code: Title 11 - BANKRUPTCY
U.S. Code: Title 15 - COMMERCE AND TRADE

§ 77e - Prohibitions relating to interstate commerce and the mails

§ 77f - Registration of securities

§ 77g - Information required in registration statement

§ 77h - Taking effect of registration statements and amendments thereto

§ 77j - Information required in prospectus

§ 77o - Liability of controlling persons

§ 77q - Fraudulent interstate transactions

§ 77s - Special powers of Commission

§ 77u - Hearings by Commission

§ 77ggg - Qualification of indentures covering securities not required to be registered

§ 77hhh - Integration of procedure with Securities Act and other Acts

§ 77sss - Rules, regulations, and orders

§ 77uuu - Special powers of the Commission

§ 78a - Short title

§ 78b - Necessity for regulation

§ 78c - Definitions and application

§ 78c-1

§ 78c-2

§ 78c-3

§ 78c-4

§ 78c-5

§ 78d - Securities and Exchange Commission

§ 78d-1

§ 78d-2

§ 78d-3

§ 78d-4

§ 78d-5

§ 78d-6

§ 78d-7

§ 78d-8

§ 78d-9

§ 78e - Transactions on unregistered exchanges

§ 78f - National securities exchanges

§ 78g - Margin requirements

§ 78h - Restrictions on borrowing and lending by members, brokers, and dealers

§ 78i - Manipulation of security prices

§ 78j - Manipulative and deceptive devices

§ 78j-1

§ 78j-2

§ 78j-3

§ 78j-4

§ 78k - Trading by members of exchanges, brokers, and dealers

§ 78k-1

§ 78l - Registration requirements for securities

§ 78l-1

§ 78m - Periodical and other reports

§ 78m-1

§ 78m-2

§ 78n - Proxies

§ 78n-1

§ 78n-2

§ 78o - Registration and regulation of brokers and dealers

§ 78o-1

§ 78o-2

§ 78o-3

§ 78o-4

§ 78o-4a

§ 78o-5

§ 78o-6

§ 78o-7

§ 78o-8

§ 78o-9

§ 78o-10

§ 78o-11

§ 78p - Directors, officers, and principal stockholders

§ 78q - Records and reports

§ 78q-1

§ 78q-2

§ 78r - Liability for misleading statements

§ 78s - Registration, responsibilities, and oversight of self-regulatory organizations

§ 78t - Liability of controlling persons and persons who aid and abet violations

§ 78t-1

§ 78u - Investigations and actions

§ 78u-1

§ 78u-2

§ 78u-3

§ 78u-4

§ 78u-5

§ 78u-6

§ 78u-7

§ 78v - Hearings by Commission

§ 78w - Rules, regulations, and orders; annual reports

§ 78x - Public availability of information

§ 78y - Court review of orders and rules

§ 78z - Unlawful representations

§ 78aa - Jurisdiction of offenses and suits

§ 78aa-1

§ 78bb - Effect on existing law

§ 78cc - Validity of contracts

§ 78dd - Foreign securities exchanges

§ 78dd-1

§ 78dd-2

§ 78dd-3

§ 78ee - Transaction fees

§ 78ff - Penalties

§ 78gg - Separability

§ 78hh - Effective date

§ 78hh-1

§ 78ii - Omitted

§ 78jj - Repealed. Pub. L. 100–181, title III, § 330, Dec. 4, 1987, 101 Stat. 1259

§ 78kk - Authorization of appropriations

§ 78ll - Requirements for the EDGAR system

§ 78mm - General exemptive authority

§ 78nn - Tennessee Valley Authority

§ 78oo - Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Banks

§ 78pp - Investor Advisory Committee

§ 78d note - Securities and Exchange Commission

§ 78eee - Protection of customers

§ 80a-8

§ 80a-20

§ 80a-24

§ 80a-29

§ 80a-37

§ 80a-41

§ 80a-44

§ 80b-3

§ 80b-4

§ 80b-5

§ 80b-9

§ 80b-10

§ 80b-11

§ 7202 - Commission rules and enforcement

§ 7211 - Establishment; administrative provisions

§ 7212 - Registration with the Board

§ 7213 - Auditing, quality control, and independence standards and rules

§ 7214 - Inspections of registered public accounting firms

§ 7215 - Investigations and disciplinary proceedings

§ 7216 - Foreign public accounting firms

§ 7217 - Commission oversight of the Board

§ 7218 - Accounting standards

§ 7219 - Funding

§ 7220 - Definitions

U.S. Code: Title 29 - LABOR
Statutes at Large
Presidential Documents

Executive Order ... 11222

Executive Order ... 12356

Executive Order ... 12600

Reorganization ... 1950 Plan No. 10