(c) The rules and regulations of the Commission in regard to registration shall require (I) An undertaking by the issuer to comply with and so far as is within its power to enforce compliance by its officers, directors, and stockholders with the provisions of this Act and any amendments thereto and with the rules and regulations made or to be made by the Commission thereunder and, unless the issuer is a member bank of the Federal Reserve System, not to lend any funds in the money market of any exchange or to any member thereof or to any person who transacts a business in securities through the medium of any such member except in accordance with such rules and regulations as the Commission may prescribe: (II) Such information as to the issuer and affiliates in respect of: (1) the organization, financial structure, and nature of the business; (2) particulars regarding the terms, position, rights, and privileges of the different classes of securities outstanding; (3) particulars regarding terms on which securities have been or are to be offered to the public; (4) particulars regarding the directors, officers, and principal security-holders and underwriters, their remuneration and their interests in the securities of and material contracts with the issuer and affiliates; (5) particulars regarding remuneration to others than directors and officers exceeding $20,000 per annum; (6) particulars regarding bonus and profit-sharing arrangements; (7) particulars regarding management and service contracts; (8) particulars of options in respect of securities existing or to be created; (9) particulars regarding material contracts not made in the ordinary course of 'business, and material patents; (10) balance sheets for preceding years certified by independent public accountants; (11) profit and loss statements for preceding years certified by independent public accountants; and such other information as the Commission may by rules and regulations require as necessary and appropriate in the public interest or for the protection of investors. (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 in the public interest or for the protection of investors. A security registered with a national securities exchange may be withdrawn or stricken from listing and registration in accordance with the rules of the exchange and upon such terms as the Commission may fix, upon application by the issuer or the exchange to the Commission. ANNUAL, QUARTERLY, AND MONTHLY REPORTS SEC. 12. (a) Every issuer of a security registered on a national securities exchange shall file with the exchange and with the Commission, in accordance with rules and regulations to be prescribed by the Commission and in such form and in such detail as the Commission may by rules and regulations prescribe in the public interest and for the protection of investors (1) Such information and documents as the Commission may require to keep reasonably current the information and documents filed pursuant to section 11; (2) Annual and quarterly reports, including, among other things, a balance sheet and profit-and-loss statement certified by an independent public accountant; (3) Monthly reports including, among other things, a statement of sales or gross income; (4) Such other reports and at such times as the Commission may by rules and regulations prescribe in the public interest or for the protection of investors or with a view to ensuring that the security-holders' interests shall not be prejudiced by the use of information for the advantage of any special group or interest. (b) The failure of an issuer to register information, documents, or reports as required by this section shall be ground for the removal of any of its securities from a national exchange by the exchange or by the Commission. PROXIES SEC. 13. (a) It shall be unlawful for any person by the use of the mails or of any means or instrumentality of transportation or communication in 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 registered on any national securities exchange unless 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, which shall be included as a part of every such solicitation, 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 prescribe 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 person who transacts a business in securities through 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-COUNTER MARKETS SEC. 14. It shall be unlawful for any person singly or in concert with others to make use of the mails or of any means or instrumentality of communication or transportation in interstate commerce for the purpose of making or creating, or enabling another to make or create, a market for any security, whether or not registered on a national securities exchange, without complying with such rules and regulations as the Commission may prescribe as appropriate in the public interest or for the protection of investors. TRANSACTIONS BY DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS · SEC. 15. (a) Every director, officer, or owner of securities, owning as of record and/or beneficially more than 5 per centum of any class of securities of any issuer any security of which is registered on a national securities exchange, shall file with the exchange and with the Commission at the time of the registration of such security or at the time he becomes such a director, officer, or owner of secur-ities the amounts of all securities of such issuer of which he is the record and/or beneficial owner, and within ten days after the close of each calendar month, if there has been any change in his record or beneficial 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) It shall be unlawful for any director, officer, or owner of securities, owning as of record and/or beneficially more than 5 per centum of any class of stock of any issuer, any security of which is registered on a national securities exchange(1) To purchase any such registered security with the intention or expectation of selling the same security within six months; and any profit made by such person on any transaction in such a registered security extending over a period of less than six months shall inure to and be recoverable by the issuer, irrespective of any intention or expectation on his part in entering into such transaction of holding the security purchased for a period exceeding six months. Such suit may be instituted in law or in 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 calculated on the sale or sales by such person of such security made at the highest price or prices and on the purchase or purchases made by such person of such security at the lowest price or prices during the six months' period, irrespective of the certificates for such security received or delivered by such person during such period. (2) To sell any such registered security, if the person selling does not own the security sold or if the person selling owns the security but does not deliver it: against such sale within five days; (3) To disclose, directly or indirectly, any confidential information regarding or affecting any such registered security not necessary or proper to be disclosed as a part of his corporate duties. Any profit made by any person, to whom such unlawful disclosure shall have been made, in respect of any transaction or transactionsin such registered security within a period not exceeding six months after such disclosure shall inure to and be recoverable by the issuer unless such person shall have had no reasonable ground to believe that the disclosure was confidential or (c) The rules and regulations of the Commission in regard to registration shall require (I) An undertaking by the issuer to comply with and so far as is within its power to enforce compliance by its officers, directors, and stockholders with the provisions of this Act and any amendments thereto and with the rules and regulations made or to be made by the Commission thereunder and, unless the issuer is a member bank of the Federal Reserve System, not to lend any funds in the money market of any exchange or to any member thereof or to any person who transacts a business in securities through the medium of any such member except in accordance with such rules and regulations as the Commission may prescribe: (II) Such information as to the issuer and affiliates in respect of: (1) the organization, financial structure, and nature of the business; (2) particulars regarding the terms, position, rights, and privileges of the different classes of securities outstanding; (3) particulars regarding terms on which securities have been or are to be offered to the public; (4) particulars regarding the directors, officers, and principal security-holders and underwriters, their remuneration and their interests in the securities of and material contracts with the issuer and affiliates; (5) particulars regarding remuneration to others than directors and officers exceeding $20,000 per annum; (6) particulars regarding bonus and profit-sharing arrangements; (7) particulars regarding management and service contracts; particulars of options in respect of securities existing or to be created; (9) particulars regarding material contracts not made in the ordinary course of 'business, and material patents; (10) balance sheets for preceding years certified by independent public accountants; (11) profit and loss statements for preceding years certified by independent public accountants; and such other information as the Commission may by rules and regulations require as necessary and appropriate in the public interest or for the protection of investors. (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 in the public interest or for the protection of investors. 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 fix, upon application by the issuer or the exchange to the Commission. ANNUAL, QUARTERLY, AND MONTHLY REPORTS SEC. 12. (a) Every issuer of a security registered on a national securities exchange shall file with the exchange and with the Commission, in accordance with rules and regulations to be prescribed by the Commission and in such form and in such detail as the Commission may by rules and regulations prescribe in the public interest and for the protection of investors (1) Such information and documents as the Commission may require to keep reasonably current the information and documents filed pursuant to section 11; (2) Annual and quarterly reports, including, among other things, a balance sheet and profit-and-loss statement certified by an independent public accountant; (3) Monthly reports including, among other things, a statement of sales or gross income; (4) Such other reports and at such times as the Commission may by rules and regulations prescribe in the public interest or for the protection of investors or with a view to ensuring that the security-holders' interests shall not be prejudiced by the use of information for the advantage of any special group or interest. (b) The failure of an issuer to register information, documents, or reports as required by this section shall be ground for the removal of any of its securities from a national exchange by the exchange or by the Commission. PROXIES SEC. 13. (a) It shall be unlawful for any person by the use of the mails or of any means or instrumentality of transportation or communication in interstate merce 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 registered on any national securities exchange unless 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, which shall be included as a part of every such solicitation, 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 prescribe 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 person who transacts a business in securities through 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-COUNTER MARKETS SEC. 14. It shall be unlawful for any person singly or in concert with others to make use of the mails or of any means or instrumentality of communication or transportation in interstate commerce for the purpose of making or creating, or enabling another to make or create, a market for any security, whether or not registered on a national securities exchange, without complying with such rules and regulations as the Commission may prescribe as appropriate in the public. interest or for the protection of investors. TRANSACTIONS BY DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS SEC. 15. (a) Every director, officer, or owner of securities, owning as of record and/or beneficially more than 5 per centum of any class of securities of any issuer any security of which is registered on a national securities exchange, shall! file with the exchange and with the Commission at the time of the registration of such security or at the time he becomes such a director, officer, or owner of securities the amounts of all securities of such issuer of which he is the record and/or beneficial owner, and within ten days after the close of each calendar month, if there has been any change in his record or beneficial 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) It shall be unlawful for any director, officer, or owner of securities, owning as of record and/or beneficially more than 5 per centum of any class of stock of any issuer, any security of which is registered on a national securities exchange(1) To purchase any such registered security with the intention or expectation of selling the same security within six months; and any profit made by such person on any transaction in such a registered security extending over a period of less than six months shall inure to and be recoverable by the issuer, irrespective of any intention or expectation on his part in entering into such transaction of holding the security purchased for a period exceeding six months. Such suit may be instituted in law or in 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 calculated on the sale or sales by such person of such security made at the highest price or prices and on the purchase or purchases made by such person of such security at the lowest price or prices during the six months' period, irrespective of the certificates for such security received or delivered by such person during such period. (2) To sell any such registered security, if the person selling does not own the security sold or if the person selling owns the security but does not deliver it against such sale within five days; (3) To disclose, directly or indirectly, any confidential information regarding or affecting any such registered security not necessary or proper to be disclosed as a part of his corporate duties. Any profit made by any person, to whom such unlawful disclosure shall have been made, in respect of any transaction or transactions in such registered security within a period not exceeding six months after such disclosure shall inure to and be recoverable by the issuer unless such person shall. have had no reasonable ground to believe that the disclosure was confidential or 1 was made not in the performance of corporate duties. Such suit may be instituted in law or in 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 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 calculated on the sale or sales by such person of such security made at the highest price or prices and on the purchase or purchases made by such person of such security at the lowest price or prices during the six-months' period irrespective of the certificates for such security received or delivered to such person during such period. ACCOUNTS AND RECORDS, REPORTS, EXAMINATIONS OF EXCHANGES, MEMBERS, AND OTHERS SEC. 16. Every national securities exchange, every member thereof, every person transacting a business in securities through the medium of such member, every dealer making or creating a market for securities through the mails or the use of any means or instrumentality of interstate commerce, shall make, keep, and preserve 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 periodic, special, or other examinations by examiners or other representatives of the Commission as the Commission may deem necessary or appropriate, and the cost of such examinations, including the compensation of the examiners, shall be fixed by the Commission and 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 and the right to attend any meeting or proceeding of the exchange or any committee thereof. LIABILITY FOR MISLEADING STATEMENTS SEC. 17. (a) Any person who shall make or any person, including any director, officer, accountant, or other agent of such person, who shall be responsible for the making of any statement in any application, report, or document filed with the Commission, 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 the price of which may have been affected by such statement, and the person injured may sue in law or in equity in any court of competent jurisdiction for the damages caused by such statement, unless the person sued shall sustain the burden of proof that he acted in good faith and in the exercise of reasonable care had no ground to believe that such statement was false or misleading. (b) In case the person injured purchased a security the price of which was affected by such statement, the damages shall be not less than the difference between the price for which he purchased the security and the lowest price for which it shall have sold within ninety days preceding and ninety days following such purchase. (c) In case the person injured sold a security the price of which was affected by such statement, the damages shall be not less than the difference between the price for which he sold such security and the highest price for which it shall have sold within ninety days preceding and ninety days following such sale. (d) Every person who becomes liable to make any 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. (e) No action shall be maintained to enforce any liability created under this section unless brought within two years after the discovery of the violation upon which it is based. SPECIAL POWERS OF COMMISSION SEC. 18. (a) The Commission shall have authority from time to time to make, amend, and rescind such rules and regulations as it may deem necessary or appropriate to carry out and to implement, administer, and enforce the provisions of this Act, including rules and regulations governing the form and |