Editorial Notes
Statutory Notes and Related Subsidiaries
Effective Date of 1990 Amendment
Pub. L. 101–429, § 1(c), Oct. 15, 1990, 104 Stat. 931, provided that:
“(1) In general.—
Except as provided in paragraphs (2) and (3), the amendments made by this Act [enacting sections
77h–1,
78q–2,
78u–2, and
78u–3 of this title, amending this section and sections
77t,
78c,
78o,
78o–3,
78o–4,
78q–1,
78u,
78u–1,
78w,
78cc,
80a–9,
80a–41,
80b–3,
80b–9, and
80b–14 of this title, and enacting provisions set out as notes under sections
78a,
78o, and
78s of this title] shall be effective upon enactment [
Oct. 15, 1990].
“(2) Civil penalties.—
“(A) In general.—
No civil penalty may be imposed pursuant to the amendments made by this Act on the basis of conduct occurring before the date of enactment of this Act [Oct. 15, 1990].
“(B) Accounting and disgorgement.—
Subparagraph (A) shall not operate to preclude the Securities and Exchange Commission from ordering an accounting or disgorgement pursuant to the amendments made by this Act.
“(3) Special rules for title v.—
“(A) Sections 503 and 504.—
Except as provided in subparagraph (C), sections 503 [amending
section 78c of this title] and 504 [amending section 78o of this title and enacting provisions set out as a note under section 78o of this title] shall be effective 12 months after the date of enactment of this Act [
Oct. 15, 1990] or upon the issuance of final regulations initially implementing such section [Such regulations were issued effective
Apr. 28, 1992. See
57 F.R. 18004, 18037.], whichever is earlier.
“(B) Sections 505 and 508.—
Except as provided in subparagraph (C), sections 505 [amending
section 78o of this title] and 508 [amending this section] shall be effective 18 months after the date of enactment of this Act or upon the issuance of final regulations initially implementing such sections [Such regulations were issued effective
Apr. 28, 1992. See
57 F.R. 18004, 18037.], whichever is earlier.
“(C) Commencement of rulemaking.—
Not later than 180 days after the date of enactment of this Act, the
Commission shall commence rulemaking proceedings to implement sections 503, 505, and 508.”
Improvement of Regulation S–K
Pub. L. 114–94, div. G, title LXXII, § 72002, Dec. 4, 2015, 129 Stat. 1784, provided that:
“Not later than the end of the 180-day period beginning on the date of the enactment of this Act [Dec. 4, 2015], the Securities and Exchange Commission shall take all such actions to revise regulation S–K (17 CFR 229.10 et seq.)—
“(1)
to further scale or eliminate requirements of regulation S–K, in order to reduce the burden on emerging growth companies, accelerated filers, smaller reporting companies, and other smaller
issuers, while still providing all material information to investors;
“(2)
to eliminate provisions of regulation S–K, required for all
issuers, that are duplicative, overlapping, outdated, or unnecessary; and
Forward Incorporation by Reference for Form S–1
Pub. L. 114–94, div. G, title LXXXIV, § 84001, Dec. 4, 2015, 129 Stat. 1797, provided that:
“Not later than 45 days after the date of the enactment of this Act [
Dec. 4, 2015], the
Securities and Exchange Commission shall revise Form S–1 so as to permit a smaller reporting company (as defined in
section 230.405 of title 17, Code of Federal Regulations) to incorporate by reference in a
registration statement filed on such form any documents that such company files with the
Commission after the effective date of such
registration statement.”
Other Disclosures
Pub. L. 112–106, title I, § 102(c), Apr. 5, 2012, 126 Stat. 310, provided that:
“An
emerging growth company may comply with
section 229.303(a) of title 17, Code of Federal Regulations, or any successor thereto, by providing information required by such section with respect to the financial statements of the
emerging growth company for each period presented pursuant to section 7(a) of the
Securities Act of 1933 (
15 U.S.C. 77g(a)). An
emerging growth company may comply with
section 229.402 of title 17, Code of Federal Regulations, or any successor thereto, by disclosing the same information as any
issuer with a market value of outstanding voting and nonvoting common equity held by non-affiliates of less than $75,000,000.”
Simplified Disclosure Requirements
Pub. L. 112–106, title I, § 102(d), as added by Pub. L. 114–94, div. G, title LXXI, § 71003, Dec. 4, 2015, 129 Stat. 1783, provided that:
“With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933 [15 U.S.C. 77b]):
“(1) Requirement to include notice on forms s–1 and f–1.—Not later than 30 days after the date of enactment of this subsection [Dec. 4, 2015], the Securities and Exchange Commission shall revise its general instructions on Forms S–1 and F–1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that—
“(A)
the omitted financial information relates to a historical period that the
issuer reasonably believes will not be required to be included in the Form S–1 or F–1 at the time of the contemplated offering; and
“(B)
prior to the
issuer distributing a preliminary
prospectus to investors, such
registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment.
“(2) Reliance by issuers.—Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) on Form S–1 or Form F–1 may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that—
“(A)
the omitted financial information relates to a historical period that the
issuer reasonably believes will not be required to be included in the Form S–1 or Form F–1 at the time of the contemplated offering; and
“(B)
prior to the
issuer distributing a preliminary
prospectus to investors, such
registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment.”
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.