US Code Title 15 Section 78

CITE

    15 USC Sec. 78w                                             01/08/2008

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2B - SECURITIES EXCHANGES

HEAD

    Sec. 78w. Rules, regulations, and orders; annual reports

STATUTE

    (a) Power to make rules and regulations; considerations; public
      disclosure
      (1) The Commission, the Board of Governors of the Federal Reserve
    System, and the other agencies enumerated in section 78c(a)(34) of
    this title shall each have power to make such rules and regulations
    as may be necessary or appropriate to implement the provisions of
    this chapter for which they are responsible or for the execution of
    the functions vested in them by this chapter, and may for such
    purposes classify persons, securities, transactions, statements,
    applications, reports, and other matters within their respective
    jurisdictions, and prescribe greater, lesser, or different
    requirements for different classes thereof. No provision of this
    chapter imposing any liability shall apply to any act done or
    omitted in good faith in conformity with a rule, regulation, or
    order of the Commission, the Board of Governors of the Federal
    Reserve System, other agency enumerated in section 78c(a)(34) of
    this title, or any self-regulatory organization, notwithstanding
    that such rule, regulation, or order may thereafter be amended or
    rescinded or determined by judicial or other authority to be
    invalid for any reason.
      (2) The Commission and the Secretary of the Treasury, in making
    rules and regulations pursuant to any provisions of this chapter,
    shall consider among other matters the impact any such rule or
    regulation would have on competition. The Commission and the
    Secretary of the Treasury shall not adopt any such rule or
    regulation which would impose a burden on competition not necessary
    or appropriate in furtherance of the purposes of this chapter. The
    Commission and the Secretary of the Treasury shall include in the
    statement of basis and purpose incorporated in any rule or
    regulation adopted under this chapter, the reasons for the
    Commission's or the Secretary's determination that any burden on
    competition imposed by such rule or regulation is necessary or
    appropriate in furtherance of the purposes of this chapter.
      (3) The Commission and the Secretary, in making rules and
    regulations pursuant to any provision of this chapter, considering
    any application for registration in accordance with section 78s(a)
    of this title, or reviewing any proposed rule change of a self-
    regulatory organization in accordance with section 78s(b) of this
    title, shall keep in a public file and make available for copying
    all written statements filed with the Commission and the Secretary
    and all written communications between the Commission or the
    Secretary and any person relating to the proposed rule, regulation,
    application, or proposed rule change: Provided, however, That the
    Commission and the Secretary shall not be required to keep in a
    public file or make available for copying any such statement or
    communication which it may withhold from the public in accordance
    with the provisions of section 552 of title 5.
    (b) Annual report to Congress
      (1) The Commission, the Board of Governors of the Federal Reserve
    System, and the other agencies enumerated in section 78c(a)(34) of
    this title, other than the Office of Thrift Supervision, shall each
    make an annual report to the Congress on its work for the preceding
    year, and shall include in each such report whatever information,
    data, and recommendations for further legislation it considers
    advisable with regard to matters within its respective jurisdiction
    under this chapter.
      (2) The appropriate regulatory agency for a self-regulatory
    organization shall include in its annual report to the Congress for
    each fiscal year, a summary of its oversight activities under this
    chapter with respect to such self-regulatory organization,
    including a description of any examination conducted as part of
    such activities of any such organization, any material
    recommendation presented as part of such activities to such
    organization for changes in its organization or rules, and any
    action by such organization in response to any such recommendation.
      (3) The appropriate regulatory agency for any class of municipal
    securities dealers shall include in its annual report to the
    Congress for each fiscal year a summary of its regulatory
    activities pursuant to this chapter with respect to such municipal
    securities dealers, including the nature of and reason for any
    sanction imposed pursuant to this chapter against any such
    municipal securities dealer.
      (4) The Commission shall also include in its annual report to the
    Congress for each fiscal year -
        (A) a summary of the Commission's oversight activities with
      respect to self-regulatory organizations for which it is not the
      appropriate regulatory agency, including a description of any
      examination of any such organization, any material recommendation
      presented to any such organization for changes in its
      organization or rules, and any action by any such organization in
      response to any such recommendations;
        (B) a statement and analysis of the expenses and operations of
      each self-regulatory organization in connection with the
      performance of its responsibilities under this chapter, for which
      purpose data pertaining to such expenses and operations shall be
      made available by such organization to the Commission at its
      request;
        (C) the steps the Commission has taken and the progress it has
      made toward ending the physical movement of the securities
      certificate in connection with the settlement of securities
      transactions, and its recommendations, if any, for legislation to
      eliminate the securities certificate;
        (D) the number of requests for exemptions from provisions of
      this chapter received, the number granted, and the basis upon
      which any such exemption was granted;
        (E) a summary of the Commission's regulatory activities with
      respect to municipal securities dealers for which it is not the
      appropriate regulatory agency, including the nature of, and
      reason for, any sanction imposed in proceedings against such
      municipal securities dealers;
        (F) a statement of the time elapsed between the filing of
      reports pursuant to section 78m(f) of this title and the public
      availability of the information contained therein, the costs
      involved in the Commission's processing of such reports and
      tabulating such information, the manner in which the Commission
      uses such information, and the steps the Commission has taken and
      the progress it has made toward requiring such reports to be
      filed and such information to be made available to the public in
      machine language;
        (G)information concerning (i) the effects its rules and
      regulations are having on the viability of small brokers and
      dealers; (ii) its attempts to reduce any unnecessary reporting
      burden on such brokers and dealers; and (iii) its efforts to help
      to assure the continued participation of small brokers and
      dealers in the United States securities markets;
        (H) a statement detailing its administration of the Freedom of
      Information Act, section 552 of title 5, including a copy of the
      report filed pursuant to subsection (d) of such section; and
        (I) the steps that have been taken and the progress that has
      been made in promoting the timely public dissemination and
      availability for analytical purposes (on a fair, reasonable, and
      nondiscriminatory basis) of information concerning government
      securities transactions and quotations, and its recommendations,
      if any, for legislation to assure timely dissemination of (i)
      information on transactions in regularly traded government
      securities sufficient to permit the determination of the
      prevailing market price for such securities, and (ii) reports of
      the highest published bids and lowest published offers for
      government securities (including the size at which persons are
      willing to trade with respect to such bids and offers).
    (c) Procedure for adjudication
      The Commission, by rule, shall prescribe the procedure applicable
    to every case pursuant to this chapter of adjudication (as defined
    in section 551 of title 5) not required to be determined on the
    record after notice and opportunity for hearing. Such rules shall,
    as a minimum, provide that prompt notice shall be given of any
    adverse action or final disposition and that such notice and the
    entry of any order shall be accompanied by a statement of written
    reasons.
    (d) Cease-and-desist procedures
      Within 1 year after October 15, 1990, the Commission shall
    establish regulations providing for the expeditious conduct of
    hearings and rendering of decisions under section 78u-3 of this
    title, section 77h-1 of this title, section 80a-9(f) of this title,
    and section 80b-3(k) of this title.

SOURCE

    (June 6, 1934, ch. 404, title I, Sec. 23, 48 Stat. 901; Aug. 23,
    1935, ch. 614, Sec. 203(a), 49 Stat. 704; May 27, 1936, ch. 462,
    Sec. 8, 49 Stat. 1379; Pub. L. 88-467, Sec. 10, Aug. 20, 1964, 78
    Stat. 580; Pub. L. 94-29, Sec. 18, June 4, 1975, 89 Stat. 155; Pub.
    L. 99-571, title I, Sec. 102(j), Oct. 28, 1986, 100 Stat. 3220;
    Pub. L. 100-181, title III, Secs. 324, 325, Dec. 4, 1987, 101 Stat.
    1259; Pub. L. 101-429, title II, Sec. 204, Oct. 15, 1990, 104 Stat.
    940; Pub. L. 103-202, title I, Sec. 107, Dec. 17, 1993, 107 Stat.
    2351; Pub. L. 109-351, title IV, Sec. 401(a)(3), Oct. 13, 2006, 120
    Stat. 1973.)

REFERENCES IN TEXT

      This chapter, referred to in subsecs. (a) to (c), was in the
    original "this title". See References in Text note set out under
    section 78a of this title.

AMENDMENTS

      2006 - Subsec. (b)(1). Pub. L. 109-351 inserted "other than the
    Office of Thrift Supervision," before "shall each".
      1993 - Subsec. (b)(4)(C) to (K). Pub. L. 103-202, Sec. 107,
    redesignated subpars. (E) to (G) and (I) to (K) as (C) to (E) and
    (F) to (H), respectively, added a new subpar. (I), and struck out
    former subpars. (C), (D), and (H). Prior to amendment, subpars.
    (C), (D), and (H) read as follows:
      "(C) beginning in 1975 and ending in 1980, information, data, and
    recommendations with respect to the development of a national
    system for the prompt and accurate clearance and settlement of
    securities transactions, including a summary of the regulatory
    activities, operational capabilities, financial resources, and
    plans of self-regulatory organizations and registered transfer
    agents with respect thereto;
      "(D) beginning in 1975 and ending in 1980, a description of the
    steps taken, and an evaluation of the progress made, toward the
    establishment of a national market system, and recommendations for
    further legislation it considers advisable with respect to such
    system;
      "(H) beginning in 1975 and ending in 1980, a description of the
    effect the absence of any schedule or fixed rates of commissions,
    allowances, discounts, or other fees to be charged by members for
    effecting transactions on a national securities exchange is having
    on the maintenance of fair and orderly markets and the development
    of a national market system for securities;".
      1990 - Subsec. (d). Pub. L. 101-429 added subsec. (d).
      1987 - Subsec. (a)(1). Pub. L. 100-181, Sec. 324(1), inserted
    "or" before "any self-regulatory organization" in last sentence.
      Subsec. (a)(3). Pub. L. 100-181, Sec. 324(2), inserted "shall"
    after "section 78s(b) of this title,".
      Subsec. (b)(4)(F). Pub. L. 100-181, Sec. 325, substituted "the"
    for "The".
      1986 - Subsec. (a)(2). Pub. L. 99-571, Sec. 102(j)(1), (2),
    inserted "and the Secretary of the Treasury" in three places and
    "or the Secretary's" in one place.
      Subsec. (a)(3). Pub. L. 99-571, Sec. 102(j)(3), (4), inserted
    "and the Secretary" in three places and "or the Secretary" in one
    place.
      1975 - Subsec. (a). Pub. L. 94-29 designated existing provisions
    as par. (1), inserted references to other agencies enumerated in
    section 78c(a)(34) of this title, regulations appropriate to
    implement the provisions of this chapter for which the agencies are
    responsible, the classification of persons, transactions,
    statements, applications, and reports, the prescribing of greater,
    lesser, or different requirements for different classifications,
    and the non-liability of self-regulatory organization, and added
    pars. (2) and (3).
      Subsec. (b). Pub. L. 94-29 designated existing provisions as par.
    (1), substituted "The Commission, the Board of Governors of the
    Federal Reserve System, and the other agencies enumerated in
    section 78c(a)(34) of this title, shall each make an annual report
    to the Congress on its work for the preceding year, and shall
    include in each such report whatever information, data, and
    recommendations for further legislation it considers advisable with
    regard to matters within its respective jurisdiction under this
    chapter" for "The Commission and the Board of Governors of the
    Federal Reserve System, respectively, shall include in their annual
    reports to Congress such information, data, and recommendation for
    further legislation as they may deem advisable with regard to
    matters within their respective jurisdictions under this chapter.
    The Commission shall include in its annual reports to the Congress
    for the fiscal years ended on June 30 of 1965, 1966, and 1967
    information, data, and recommendations specifically related to the
    operation of the amendments to this chapter made by the Securities
    Acts Amendments of 1964", and added pars. (2) to (4).
      Subsec. (c). Pub. L. 94-29 added subsec. (c).
      1964 - Subsec. (b). Pub. L. 88-467 required the Commission in its
    annual reports to Congress for fiscal years ending June 30, 1965,
    1966, and 1967, to furnish information, data, and recommendations
    specifically related to the operations of the amendments to the
    Securities Exchange Act of 1934 made by the Securities Act
    Amendments of 1964.
      1936 - Subsec. (a). Act May 27, 1936, inserted second sentence.

CHANGE OF NAME

      Section 203(a) of act Aug. 23, 1935, substituted "Board of
    Governors of the Federal Reserve System" for "Federal Reserve
    Board".

MISCELLANEOUS

                     EFFECTIVE DATE OF 1990 AMENDMENT
      Amendment by Pub. L. 101-429 effective Oct. 15, 1990, with
    provisions relating to civil penalties and accounting and
    disgorgement, see section 1(c)(1), (2) of Pub. L. 101-429, set out
    in a note under section 77g of this title.
                     EFFECTIVE DATE OF 1986 AMENDMENT
      Amendment by Pub. L. 99-571 effective 270 days after Oct. 28,
    1986, see section 401 of Pub. L. 99-571, set out as an Effective
    Date note under section 78o-5 of this title.
                     EFFECTIVE DATE OF 1975 AMENDMENT
      Amendment by Pub. L. 94-29 effective June 4, 1975, see section
    31(a) of Pub. L. 94-29, set out as a note under section 78b of this
    title.
                     EFFECTIVE DATE OF 1964 AMENDMENT
      Amendment by Pub. L. 88-467 effective Aug. 20, 1964, see section
    13 of Pub. L. 88-467, set out as a note under section 78c of this
    title.
                      CONSTRUCTION OF 1993 AMENDMENT
      Amendment by Pub. L. 103-202 not to be construed to govern
    initial issuance of any public debt obligation or to grant any
    authority to (or extend any authority of) the Securities and
    Exchange Commission, any appropriate regulatory agency, or a self-
    regulatory organization to prescribe any procedure, term, or
    condition of such initial issuance, to promulgate any rule or
    regulation governing such initial issuance, or to otherwise
    regulate in any manner such initial issuance, see section 111 of
    Pub. L. 103-202, set out as a note under section 78o-5 of this
    title.
                   TERMINATION OF REPORTING REQUIREMENTS
      For termination, effective May 15, 2000, of provisions of law
    requiring submittal to Congress of any annual, semiannual, or other
    regular periodic report listed in House Document No. 103-7 (in
    which the 2nd item on page 143, the 18th item on page 167, the 7th
    item on page 172, and 18th item on page 190 identify a reporting
    provision which, as subsequently amended, is contained in subsec.
    (b) of this section), see section 3003 of Pub. L. 104-66, as
    amended, set out as a note under section 1113 of Title 31, Money
    and Finance.

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.