15 U.S. Code § 77g - Information required in registration statement
(a)
Information required in registration statement
(1)
In general
The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of section
77aa of this title, and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of section
77aa of this title; except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as having prepared or certified such report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement unless the Commission dispenses with such filing as impracticable or as involving undue hardship on the person filing the registration statement. Any such registration statement shall contain such other information, and be accompanied by such other documents, as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors.
(2)
Treatment of emerging growth companies
An emerging growth company—
(A)
need not present more than 2 years of audited financial statements in order for the registration statement of such emerging growth company with respect to an initial public offering of its common equity securities to be effective, and in any other registration statement to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section
229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its initial public offering; and
(B)
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.
(b)
Registration statement for blank check companies
(1)
The Commission shall prescribe special rules with respect to registration statements filed by any issuer that is a blank check company. Such rules may, as the Commission determines necessary or appropriate in the public interest or for the protection of investors—
(A)
require such issuers to provide timely disclosure, prior to or after such statement becomes effective under section
77h of this title, of
(i)
information regarding the company to be acquired and the specific application of the proceeds of the offering, or
(2)
The Commission may, as it determines consistent with the public interest and the protection of investors, by rule or order exempt any issuer or class of issuers from the rules prescribed under paragraph (1).
(c)
Disclosure requirements
(1)
In general
The Commission shall adopt regulations under this subsection requiring each issuer of an asset-backed security to disclose, for each tranche or class of security, information regarding the assets backing that security.
(2)
Content of regulations
In adopting regulations under this subsection, the Commission shall—
(A)
set standards for the format of the data provided by issuers of an asset-backed security, which shall, to the extent feasible, facilitate comparison of such data across securities in similar types of asset classes; and
(B)
require issuers of asset-backed securities, at a minimum, to disclose asset-level or loan-level data, if such data are necessary for investors to independently perform due diligence, including—
(d)
Registration statement for asset-backed securities
[1] See References in Text note below.
Source
(May 27, 1933, ch. 38, title I, § 7,48 Stat. 78; Pub. L. 101–429, title V, § 508,Oct. 15, 1990, 104 Stat. 956; Pub. L. 111–203, title IX, §§ 942(b),
945,July 21, 2010, 124 Stat. 1897, 1898; Pub. L. 112–106, title I, § 102(b)(1),Apr. 5, 2012, 126 Stat. 309.)
References in Text
Section
78c
(a)(77) of this title, referred to in subsec. (d), was redesignated section
78c
(a)(79) of this title by Pub. L. 112–106, title I, § 101(b)(1),Apr. 5, 2012, 126 Stat. 307.
Amendments
2012—Subsec. (a). Pub. L. 112–106inserted subsec. heading, designated existing provisions as par. (1), inserted par. heading, and added par. (2).
2010—Subsec. (c). Pub. L. 111–203, § 942(b), added subsec. (c).
Subsec. (d). Pub. L. 111–203, § 945, added subsec. (d).
1990—Pub. L. 101–429designated existing provision as subsec. (a) and added subsec. (b).
Effective Date of 2010 Amendment
Amendment by Pub. L. 111–203effective 1 day after July 21, 2010, except as otherwise provided, see section 4 ofPub. L. 111–203, set out as an Effective Date note under section
5301 of Title
12, Banks and Banking.
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.”
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.
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.”
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