CITE

    15 USC Sec. 77s                                             01/08/2008

EXPCITE

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

HEAD

    Sec. 77s. Special powers of Commission

STATUTE

    (a) Rules and regulations
      The Commission shall have authority from time to time to make,
    amend, and rescind such rules and regulations as may be necessary
    to carry out the provisions of this subchapter, including rules and
    regulations governing registration statements and prospectuses for
    various classes of securities and issuers, and defining accounting,
    technical, and trade terms used in this subchapter. Among other
    things, the Commission shall have authority, for the purposes of
    this subchapter, to prescribe the form or forms in which required
    information shall be set forth, the items or details to be shown in
    the balance sheet and earning statement, and the methods to be
    followed in the preparation of accounts, in the appraisal or
    valuation of assets and liabilities, in the determination of
    depreciation and depletion, in the differentiation of recurring and
    nonrecurring income, in the differentiation of investment and
    operating income, and in the preparation, where the Commission
    deems it necessary or desirable, of consolidated balance sheets or
    income accounts of any person directly or indirectly controlling or
    controlled by the issuer, or any person under direct or indirect
    common control with the issuer. The rules and regulations of the
    Commission shall be effective upon publication in the manner which
    the Commission shall prescribe. No provision of this subchapter
    imposing any liability shall apply to any act done or omitted in
    good faith in conformity with any rule or regulation of the
    Commission, notwithstanding that such rule or regulation may, after
    such act or omission, be amended or rescinded or be determined by
    judicial or other authority to be invalid for any reason.
    (b) Recognition of accounting standards
      (1) In general
        In carrying out its authority under subsection (a) of this
      section and under section 78m(b) of this title, the Commission
      may recognize, as "generally accepted" for purposes of the
      securities laws, any accounting principles established by a
      standard setting body -
          (A) that -
            (i) is organized as a private entity;
            (ii) has, for administrative and operational purposes, a
          board of trustees (or equivalent body) serving in the public
          interest, the majority of whom are not, concurrent with their
          service on such board, and have not been during the 2-year
          period preceding such service, associated persons of any
          registered public accounting firm;
            (iii) is funded as provided in section 7219 of this title;
            (iv) has adopted procedures to ensure prompt consideration,
          by majority vote of its members, of changes to accounting
          principles necessary to reflect emerging accounting issues
          and changing business practices; and
            (v) considers, in adopting accounting principles, the need
          to keep standards current in order to reflect changes in the
          business environment, the extent to which international
          convergence on high quality accounting standards is necessary
          or appropriate in the public interest and for the protection
          of investors; and
          (B) that the Commission determines has the capacity to assist
        the Commission in fulfilling the requirements of subsection (a)
        of this section and section 78m(b) of this title, because, at a
        minimum, the standard setting body is capable of improving the
        accuracy and effectiveness of financial reporting and the
        protection of investors under the securities laws.
      (2) Annual report
        A standard setting body described in paragraph (1) shall submit
      an annual report to the Commission and the public, containing
      audited financial statements of that standard setting body.
    (c) Production of evidence
      For the purpose of all investigations which, in the opinion of
    the Commission, are necessary and proper for the enforcement of
    this subchapter, any member of the Commission or any officer or
    officers designated by it are empowered to administer oaths and
    affirmations, subpena witnesses, take evidence, and require the
    production of any books, papers, or other documents which the
    Commission deems relevant or material to the inquiry. Such
    attendance of witnesses and the production of such documentary
    evidence may be required from any place in the United States or any
    Territory at any designated place of hearing.
    (d) Federal and State cooperation
      (1) The Commission is authorized to cooperate with any
    association composed of duly constituted representatives of State
    governments whose primary assignment is the regulation of the
    securities business within those States, and which, in the judgment
    of the Commission, could assist in effectuating greater uniformity
    in Federal-State securities matters. The Commission shall, at its
    discretion, cooperate, coordinate, and share information with such
    an association for the purposes of carrying out the policies and
    projects set forth in paragraphs (2) and (3).
      (2) It is the declared policy of this subsection that there
    should be greater Federal and State cooperation in securities
    matters, including -
        (A) maximum effectiveness of regulation,
        (B) maximum uniformity in Federal and State regulatory
      standards,
        (C) minimum interference with the business of capital
      formation, and
        (D) a substantial reduction in costs and paperwork to diminish
      the burdens of raising investment capital (particularly by small
      business) and to diminish the costs of the administration of the
      Government programs involved.
      (3) The purpose of this subsection is to engender cooperation
    between the Commission, any such association of State securities
    officials, and other duly constituted securities associations in
    the following areas:
        (A) the sharing of information regarding the registration or
      exemption of securities issues applied for in the various States;
        (B) the development and maintenance of uniform securities forms
      and procedures; and
        (C) the development of a uniform exemption from registration
      for small issuers which can be agreed upon among several States
      or between the States and the Federal Government. The Commission
      shall have the authority to adopt such an exemption as agreed
      upon for Federal purposes. Nothing in this chapter shall be
      construed as authorizing preemption of State law.
      (4) In order to carry out these policies and purposes, the
    Commission shall conduct an annual conference as well as such other
    meetings as are deemed necessary, to which representatives from
    such securities associations, securities self-regulatory
    organizations, agencies, and private organizations involved in
    capital formation shall be invited to participate.
      (5) For fiscal year 1982, and for each of the three succeeding
    fiscal years, there are authorized to be appropriated such amounts
    as may be necessary and appropriate to carry out the policies,
    provisions, and purposes of this subsection. Any sums so
    appropriated shall remain available until expended.
      (6) Notwithstanding any other provision of law, neither the
    Commission nor any other person shall be required to establish any
    procedures not specifically required by the securities laws, as
    that term is defined in section 78c(a)(47) of this title, or by
    chapter 5 of title 5, in connection with cooperation, coordination,
    or consultation with -
        (A) any association referred to in paragraph (1) or (3) or any
      conference or meeting referred to in paragraph (4), while such
      association, conference, or meeting is carrying out activities in
      furtherance of the provisions of this subsection; or
        (B) any forum, agency, or organization, or group referred to in
      section 80c-1 of this title, while such forum, agency,
      organization, or group is carrying out activities in furtherance
      of the provisions of such section 80c-1.
    As used in this paragraph, the terms "association", "conference",
    "meeting", "forum", "agency", "organization", and "group" include
    any committee, subgroup, or representative of such entities.

SOURCE

    (May 27, 1933, ch. 38, title I, Sec. 19, 48 Stat. 85; June 6, 1934,
    ch. 404, title II, Sec. 209, 48 Stat. 908; Pub. L. 94-210, title
    III, Sec. 308(a)(2), Feb. 5, 1976, 90 Stat. 57; Pub. L. 96-477,
    title V, Sec. 505, Oct. 21, 1980, 94 Stat. 2292; Pub. L. 100-181,
    title II, Sec. 207, Dec. 4, 1987, 101 Stat. 1252; Pub. L. 107-204,
    title I, Sec. 108(a), July 30, 2002, 116 Stat. 768.)

AMENDMENTS

      2002 - Subsecs. (b) to (d). Pub. L. 107-204 added subsec. (b) and
    redesignated former subsecs. (b) and (c) as (c) and (d),
    respectively.
      1987 - Subsec. (c)(6). Pub. L. 100-181 added par. (6).
      1980 - Subsec. (c). Pub. L. 96-477 added subsec. (c).
      1976 - Subsec. (a). Pub. L. 94-210 struck out provisions relating
    to rules and regulations applicable to any common carrier subject
    to the provisions of section 20 of title 49.
      1934 - Subsec. (a). Act June 6, 1934, inserted "technical" in
    first sentence and inserted last sentence.
                     EFFECTIVE DATE OF 1980 AMENDMENT
      Amendment by Pub. L. 96-477 effective Jan. 1, 1981, see section
    507 of Pub. L. 96-477, set out as an Effective Date note under
    section 80c of this title.
                     EFFECTIVE DATE OF 1976 AMENDMENT
      Amendment by Pub. L. 94-210 effective on 60th day after Feb. 5,
    1976, but not applicable to any bona fide offering of a security
    made by the issuer, or by or through an underwriter, before such
    60th day, see section 308(d)(1) of Pub. L. 94-210, set out as a
    note under section 77c 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.