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(9) material contracts not made in the ordinary course of business, and material patents;

(10) balance sheets for preceding years, certified by independent public accountants or otherwise, as the Commission may prescribe ;

(11) profit and loss statements for preceding years, certified by independent public accountants or otherwise, as the Commission may prescribe; and

(12) any similar matters, information regarding which the Commission deems necessary to insure the proper protection of investors and fair dealing. in the security.

(III) Copies of articles of incorporation, bylaws, trust indentures, or corresponding documents, whatever the names, underwriting arrangements, and other documents of the issuer and affiliates which the Commission by rules and regulations may require as necessary or appropriate to insure the proper protection of investors and fair dealing in the security.

(c) If in the judgment of the Commission any report or reports required under subsection (b) are inapplicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such reports, if any, as it may deem applicable to such class of issuers.

(d) If the exchange authorities certify to the Commission that the security has been approved by the exchange for listing and registration, the registration shall become effective thirty days after the filing of such certification with the Commission or within such shorter period of time as the Commission may determine. A security registered with a national securities exchange may be withdrawn or stricken from listing and registration in accordance with the rules of the exchange and upon such terms as the Commission may impose for the protection of investors upon application by the issuer or the exchange to the Commission.

(e) Notwithstanding the foregoing provisions of this section, the Commission may by such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors permit securities listed on any exchange at the time the registration of such exchange as a national securities exchange becomes effective, to be registered provisionally for a period ending not later than April 1, 1935, without complying with the provisions of this section.

(f) The Commission is directed to make a study of trading in unlisted securities upon exchanges and to report the results of its study and its recommendations to Congress on or before January 3, 1935. If the Commission deems such action necessary or appropriate for the protection of investors, it may by rules and regulations prescribe terms and conditions under which, upon the application of any national securities exchange, such exchange may continue until March 1, 1935, or until such earlier date as may be prescribed by law, unlisted trading privileges to which a security had been admitted on such exchange prior to March 1, 1934, and for such purpose exempt such security from the provisions of this section 11 and section 12. A security for which unlisted trading privileges are so continued shall be considered a security registered on a national securities exchange ” within the meaning of all other sections of this Act. The rules and regulations of the Commission relating to such unlisted trading privileges for securities shall require that quotations of transactions upon any national securities exchange shall clearly indicate the difference between fully listed securities and securities admitted to unlisted trading privileges only.

PERIODICAL AND OTHER REPORTS

Sec. 12. (a) The Commission may require every issuer of a security registered on a national securities exchange to file with the exchange and with the Commission in accordance with, and in such form and detail and at such times as may be prescribed by, such rules and regulations of the Commission may prescribe as necessary or appropriate to insure the proper protection of investors and fair dealing in the security.

(1) Such information and documents as the Commission may require to keep reasonably current the information and documents filed pursuant to section 11;

(2) Such annual, quarterly, monthly, and/or other reports, the annual reports to be certified by an independent public accountant or otherwise, as the Commission may prescribe,

(b) The Commission may prescribe, in regard to such reports, the form or forms in which the required information shall be set forth, the items or details to be shown in the balance sheet and the 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 non recurring income, in the dfferentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of separate and/or 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; but insofar as the accounts relate to any person whose accounting is subject to the provisions of any law of the United States, or any rule or regulation made thereunder, the rules and regulations of the Commission with respect to accounts shall not be inconsistent with the requirements imposed by such law or authority in respect of the same subject matter,

(c) If in the judgment of the Commission any report or reports required under subsection (a) are inapplicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such reports, if any, as it may deem applicable to such class or classes of issuers.

(d) If an issuer fails to file information, documents, or reports as required by this section, the Commission, in its discretion, after notice and an opportunity for a hearing, may remove any of its securities from a national securities exchange.

PROXIES

Sec. 13. (a) It shall be unlawful for any person, by the use of the mails or of any means or instrumentality of interstate commerce or of any facility of any national securities exchange or otherwise, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security (other than an exempted security) registered on any national securities exchange unless (i) at such time prior to such solicitation as the Commission shall by rule or regulation prescribe the persons named to exercise such proxy, consent, or authorization shall file with the Commission a statement setting forth the purposes of the proxy, consent, or authorization, the persons to exercise it, their relations to and interest in the security, the names and addresses of the persons from whom similar proxies, consents, or authorizations are being solicited, and such further information, and in such form and detail, as the Commission may by rules and regulations pre scribe as necessary or appropriate in the public interest or for the protection of investors, and (ii) every such solicitation shall include or be accompanied by such statement or such part thereof (except the names and addresses of the persons solicited) as the Commission shall by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors.

(b) It shall be unlawful for any member of a national securities exchange or any broker or dealer who transacts a business in securities through the medium of any such member to give a proxy, consent, or authorization in respect of any security registered on a national securities exchange and carried for the account of a customer without a specific written authorization from such customer.

OVER-THE-COUNTER MARKETS

SEC. 14. It shall be unlawful for any broker or dealer singly or in concert with any other person or persons to make use of the mails or any means or instrumentality of interstate commerce for the purpose of making or creating or enabling another to make or create a market for both the purchase and sale of any security (other than an exempted security) except on a national securities exchange, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate to insure to investors protection comparable to that provided by and under authority of this Act in the case of national securities exchanges. The rules and regulations of the Commission may provide for the regulation of all transactions on such markets, for the registration with the Commission of dealers or brokers making or creating such a market, and for the registration of the securities for which they make or create a market.

DIRECTORS, OFFICERS, AND PRINCIPAL STOCK HOLDERS

SEC. 15. (a) Every person who is directly or indirectly the beneficial owner of more than 5 per centum of any class of any equity security (other than an exempted security) which is registered on a national securities exchange, or who is a director or an officer of the issuer of such security shall file with the exchange and with the Commission, at the time of the registration of such security or within ten days after he becomes such beneficial owner, or director, or officer, the amount of all equity securities of such issuer of which he is the beneficial owner, and within ten days after the close of each calendar month, if there has been any change in such ownership during such month, shall file with the exchange and the Commission a statement indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month.

(b) Any profit realized by such beneficial owner, director, or officer from any purchase and sale or sale and purchase of any such registered equity security within a period of less than six months, unless such security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such beneficial owner, director, or officer in entering into such transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six months. Such suit may be instituted in law or equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter. For the purposes of this subsection the profit shall be the difference between the aggregate amount for which such security was purchased and sold during the six months' period irrespective of the certificates for such security received or delivered pursuant to such purchases and sales. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale or sale and purchase of the security involved, nor any transaction or transactions which the Commission by rules and regulations may exempt as not comprehended within the purpose of this subsection of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to the issuer,

(c) It shall be unlawful for any such person, directly or indirectly, to sell any such registered equity security, if the person selling or his principal does not own the security sold or if the person selling or his principal owns the security but does not deliver it against such sale within twenty days, or place it within five days in the mails or other usual channels of transportation, unless such person proves that he was unable to make delivery within such time or to do so would cause undue inconvenience or expense.

ACCOUNTS AND RECORDS, REPORTS, EXAMINATIONS OF EXCHANGES, MEMBERS, AND

OTHERS

SEC. 16. Every national securities exchange, every member thereof, every broker or dealer who transacts a business in securities through the medium of such member, every broker or dealer making or creating a market for both the purchase and sale of securities through the mails or the use of any means or instrumentality of interstate commerce, shall make, and keep and preserve for such periods, such accounts, correspondence, memoranda, papers, books, and other records and make such reports as the Commission by its rules and regulations may prescribe. The accounts, correspondence, memoranda, papers, books, and other records of such persons shall be subject at any time or from time to time to such reasonable periodic, special, or other examinations by examiners or other representatives of the Commission as the Commission may deem necessary or appropriate in the public interest or for the protection of investors, and the reasonable cost of such examinations, including the compensation of the examiners, may be assessed by the Commission and when so assessed shall be paid by the person examined. Any representatives of the Commission designated by it shall have access to the premises or any part thereof of any national securities exchange.

45381-34-41

LIABILITY FOR MISLEADING STATEMENTS

SEC. 17. (a) Any person, including any director, officer, accountant, or other expert, who shall make or be responsible for the making of any statement in any application, report, or document filed pursuant to this Act or any rule or regulation thereunder, which statement is, in the light of the circumstances under which it was made, false or misleading in respect of any matter sufficiently important to influence the judgment of an average investor shall be liable to any person (not knowing that such statement was false or misleading) who shall have purchased or sold a security to which such statement related, and the person injured thereby may sue in law or in equity in any court of competent jurisdiction for the damages caused by reliance upon such statement, unless the person sued shall prove that he acted in good faith and did not believe that such statement was false or misleading.

(b) Every person who becomes liable to make payment under this section may recover contribution as in cases of contract from any person who, if sued separately, would have been liable to make the same payment, unless the person who has become liable was, and the other was not, guilty of fraudulent misrepresentation.

(c) No action shall be maintained to enforce any liability created under this section unless brought within two years after the cause of action accrued.

DISCIPLINARY POWERS OVER EXCHANGES

SEC. 18. The Commission is authorized

(1) After appropriate notice and opportunity for hearing, by order to suspend for a period not exceeding twelve months or to withdraw altogether the registration of a national securities exchange if the Commission finds that such exchange has violated any provision of this Act or of the rules and regulations thereunder or has failed to enforce, so far as is within its power, compliance therewith by a member or an issuer of a security registered thereon;

(2) After appropriate notice and opportunity for hearing, by order to suspend for a period not exceeding twelve months or to withdraw altogether the registration of a security if the Commission finds that the issuer of such security has failed to comply with any provision of this Act or the rules and regulations made thereunder ;

(3) After appropriate notice and opportunity for hearing by order to suspend for a period not exceeding twelve months or to expel altogether from a national securities exchange any member or officer thereof whom the Commission finds has violated any provision of this Act or the rules and regulations thereunder or has effected any transaction for any other person who as he has reason to believe is violating in respect of such transaction any provision of this Act or the rules and regulations thereunder.

(4) If in its opinion the public interest so requires, summarily to suspend trading in any registered security for a period not exceeding ten days, and with the approval of the President, summarily to suspend trading upon any registered exchange for a period not exceeding ninety days.

(5) If after appropriate request in writing to a national securities exchange that such exchange should effect on its own behalf specified changes in its rules and practices, and after appropriate notice and opportunity for hearing, the Commission determines that such exchange has not made the changes so requested and that such changes are necessary for the protection of investors or for the insuring of fair dealing in securities traded in upon such exchange or for the insuring of fair administration of such exchange, to alter or add to the rules, regulations, and practices of such exchange in respect of such matters as the classification of members and the methods of election of officers and committees to insure a fair representation of the membership; the suspension, expulsion, or disciplining of members; safeguards in respect of the financial responsibility of members and adequate provision against the evasion of finan. cial responsibility through the use of corporate forms or special partnerships ; the limitation or prohibition of the registration or trading in any security within a specified period after the issuance or primary distribution thereof; the listing or striking from listing of any security; hours of trading; the manner, method, and place of soliciting business ; fictitious or numbered accounts; the time and method of making settlements, payments, and deliveries

by members and customers; the reporting of transactions on the exchange and upon tickers maintained by or with the consent of the exchange, including the method of reporting short sales, stopped sales, sales of securities of issuers in default, in bankruptcy or receivership, and sales involving other special circumstances, the fixing of uniform rates of commission, interest and other charges; minimum units of trading; odd-lot purchases and sales, minimum deposits on margin accounts.

LIABILITIES OF CONTROLLING PERSONS

SEC. 19. (a) Every person who, by or through stock ownership, agency, or otherwise, or who pursuant to or in connection with any agreement or understanding with one or more other persons by or through stock ownership, agency, or otherwise, controls any person liable under any provision of this Act or of any rule or regulation thereunder shall also be liable jointly and severally with and to the same extent as such controlled person to any person to whom such controlled person is liable, unless the controlling person acted in good faith and did 'not directly or indirectly induce the act or acts constituting the violation or cause of action.

(b) It shall be unlawful for any person, directly or indirectly, to do any act or thing which it would be unlawful for such person to do under the provisions of this Act or any rule or regulation thereunder through or by means of any other person who is controlled by such person (or by such person and one or more other persons), by or through stock ownership, agency, or otherwise, for the purpose of avoiding any provision of this Act or any rule or regulation made thereunder.

(c) It shall be unlawful for any director, officer, or security holder of any issuer of any security registered on a national securities exchange to hinder, delay, or obstruct the making or filing of any document or report required to be filed under this Act or any rule or regulation thereunder.

INVESTIGATION ; INJUNCTION AND PROSECUTION OF OFFENSES

SEC. 20. (a) Whenever the Commission, either upon complaint or otherwise, shall be of the opinion that in the public interest it should make an investigation to determine whether any person has violated or is about to violate any provision of this Act, or of any rule or regulation thereunder, it may investigate such facts, and it may, in its discretion, either require or permit such person, or any person making such complaint, to file with it a statement in writing, under oath, or otherwise, as to all the facts and circumstances concerning the subject matter which it believes to be in the public interest to investigate.

(b) For the purpose of all investigations which, in the opinion of the Commission, are necessary and proper for the enforcement of this Act, any member of the Commission or any officer or officers designated by it are empowered to administer oaths and affirmations, subpena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, or other records which the Commission deems relevant or material to the inquiry. Such attendance of witnesses and the production of such records may be required from any place in the United States or any State at any designated place of hearing. Such power of subpena and examination shall not abate or terminate by reason of any action or proceeding brought by the Commission under this Act. The Commission shall have authority to investigate and in its discretion to publish information concerning any facts, conditions, or practices which it may deem necessary and proper as an aid in the prescribing of rules and regulations or the recommendation of further legislation concerning exchanges. If any person subpenaed to attend any inquiry fails to obey the command of his subpena without reasonable cause, or if a person in attendance upon such inquiry shall without reasonable cause refnse to be sworn or to be examined or to answer a question or to produce any books, papers, correspondence, memoranda, or other records when ordered so to do by the officer conducting such inquiry, he shall be guilty of a misdemeanor and shall, upon conviction, he fined not more than $1,000 or imprisoned not more than one year, or both.

(c) Whenever it shall appear to the Commission that any person is engaged or about to engage in any acts or practices which constitute or will constitute

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