CITE

    15 USC Sec. 77j                                             01/08/2008

EXPCITE

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

HEAD

    Sec. 77j. Information required in prospectus

STATUTE

    (a) Information in registration statement; documents not required
      Except to the extent otherwise permitted or required pursuant to
    this subsection or subsections (c), (d), or (e) of this section -
        (1) a prospectus relating to a security other than a security
      issued by a foreign government or political subdivision thereof,
      shall contain the information contained in the registration
      statement, but it need not include the documents referred to in
      paragraphs (28) to (32), inclusive, of schedule A of section 77aa
      of this title;
        (2) a prospectus relating to a security issued by a foreign
      government or political subdivision thereof shall contain the
      information contained in the registration statement, but it need
      not include the documents referred to in paragraphs (13) and (14)
      of schedule B of section 77aa of this title;
        (3) notwithstanding the provisions of paragraphs (1) and (2) of
      this subsection when a prospectus is used more than nine months
      after the effective date of the registration statement, the
      information contained therein shall be as of a date not more than
      sixteen months prior to such use, so far as such information is
      known to the user of such prospectus or can be furnished by such
      user without unreasonable effort or expense;
        (4) there may be omitted from any prospectus any of the
      information required under this subsection which the Commission
      may by rules or regulations designate as not being necessary or
      appropriate in the public interest or for the protection of
      investors.
    (b) Summarizations and omissions allowed by rules and regulations
      In addition to the prospectus permitted or required in subsection
    (a) of this section, the Commission shall by rules or regulations
    deemed necessary or appropriate in the public interest or for the
    protection of investors permit the use of a prospectus for the
    purposes of subsection (b)(1) of section 77e of this title which
    omits in part or summarizes information in the prospectus specified
    in subsection (a) of this section. A prospectus permitted under
    this subsection shall, except to the extent the Commission by rules
    or regulations deemed necessary or appropriate in the public
    interest or for the protection of investors otherwise provides, be
    filed as part of the registration statement but shall not be deemed
    a part of such registration statement for the purposes of section
    77k of this title. The Commission may at any time issue an order
    preventing or suspending the use of a prospectus permitted under
    this subsection, if it has reason to believe that such prospectus
    has not been filed (if required to be filed as part of the
    registration statement) or includes any untrue statement of a
    material fact or omits to state any material fact required to be
    stated therein or necessary to make the statements therein, in the
    light of the circumstances under which such prospectus is or is to
    be used, not misleading. Upon issuance of an order under this
    subsection, the Commission shall give notice of the issuance of
    such order and opportunity for hearing by personal service or the
    sending of confirmed telegraphic notice. The Commission shall
    vacate or modify the order at any time for good cause or if such
    prospectus has been filed or amended in accordance with such order.
    (c) Additional information required by rules and regulations
      Any prospectus shall contain such other information as the
    Commission may by rules or regulations require as being necessary
    or appropriate in the public interest or for the protection of
    investors.
    (d) Classification of prospectuses
      In the exercise of its powers under subsections (a), (b), or (c)
    of this section, the Commission shall have authority to classify
    prospectuses according to the nature and circumstances of their use
    or the nature of the security, issue, issuer, or otherwise, and, by
    rules and regulations and subject to such terms and conditions as
    it shall specify therein, to prescribe as to each class the form
    and contents which it may find appropriate and consistent with the
    public interest and the protection of investors.
    (e) Information in conspicuous part of prospectus
      The statements or information required to be included in a
    prospectus by or under authority of subsections (a), (b), (c), or
    (d) of this section, when written, shall be placed in a conspicuous
    part of the prospectus and, except as otherwise permitted by rules
    or regulations, in type as large as that used generally in the body
    of the prospectus.
    (f) Prospectus consisting of radio or television broadcast
      In any case where a prospectus consists of a radio or television
    broadcast, copies thereof shall be filed with the Commission under
    such rules and regulations as it shall prescribe. The Commission
    may by rules and regulations require the filing with it of forms
    and prospectuses used in connection with the offer or sale of
    securities registered under this subchapter.

SOURCE

    (May 27, 1933, ch. 38, title I, Sec. 10, 48 Stat. 81; June 6, 1934,
    ch. 404, title II, Sec. 205, 48 Stat. 906; Aug. 10, 1954, ch. 667,
    title I, Sec. 8, 68 Stat. 685.)

AMENDMENTS

      1954 - Act Aug. 10, 1954, complemented changes in section 77e of
    this title by act Aug. 10, 1954, permitted offering activities in
    the waiting period and in so doing rearranged the sequence of the
    subsections, added new text contained in subsec. (b), and
    renumbered subsecs. (c) and (d) as (e) and (f), respectively.
      1934 - Subsec. (b)(1). Act June 6, 1934, amended par. (1).
                     EFFECTIVE DATE OF 1954 AMENDMENT
      Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10,
    1954, see note under section 77b of this title.

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.