US Code Title 15 Section 77

CITE

    15 USC Sec. 77g                                             01/08/2008

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

HEAD

    Sec. 77g. Information required in registration statement

STATUTE

      (a) 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.
      (b)(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 (ii) additional information necessary to prevent
      such statement from being misleading;
        (B) place limitations on the use of such proceeds and the
      distribution of securities by such issuer until the disclosures
      required under subparagraph (A) have been made; and
        (C) provide a right of rescission to shareholders of such
      securities.
      (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).
      (3) For purposes of paragraph (1) of this subsection, the term
    "blank check company" means any development stage company that is
    issuing a penny stock (within the meaning of section 78c(a)(51) of
    this title) and that -
        (A) has no specific business plan or purpose; or
        (B) has indicated that its business plan is to merge with an
      unidentified company or companies.

SOURCE

    (May 27, 1933, ch. 38, title I, Sec. 7, 48 Stat. 78; Pub. L. 101-
    429, title V, Sec. 508, Oct. 15, 1990, 104 Stat. 956.)

AMENDMENTS

      1990 - Pub. L. 101-429 designated existing provision as subsec.
    (a) and added subsec. (b).
                     EFFECTIVE DATE OF 1990 AMENDMENT
      Section 1(c) of Pub. L. 101-429 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, 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, 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, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
    64 Stat. 1265, set out under section 78d of this title.