페이지 이미지
PDF
ePub

COMMITTEE ON BANKING AND CURRENCY

DUNCAN U. FLETCHER, Florida, Chairman CARTER GLASS, Virginia

PETER NORBECK, South Dakota ROBERT F. WAGNER, New York

PHILLIPS LEE GOLDSBOROUGH, Maryland ALBEN W. BARKLEY, Kentucky

JOHN G. TOWNSEND, JR., Delaware ROBERT J. BULKLEY, Ohio

FREDERIC C, WALCOTT, Connecticut THOMAS P. GORE, Oklahoma

ROBERT D. CAREY, Wyoming EDWARD P. COSTIGAN, Colorado

JAMES COUZENS, Michigan
ROBERT R. REYNOLDS, North Carolina FREDERICK STEIWER, Oregon
JAMES F. BYRNES, South Carolina

HAMILTON F. KEAN, New Jersey
JOHN H. BANKHEAD, Alabama
WILLIAM GIBBS MCADOO, California
ALVA B. ADAMS, Colorado

WILLIAM L. HILL, Clerk
REUBEN H. SPARKMAN, Acting Clerk

[ocr errors][ocr errors][merged small][merged small]
[merged small][merged small][merged small][merged small][merged small][merged small][ocr errors][merged small]

SECURITIES ACT

FRIDAY, MARCH 31, 1933

UNITED STATEs SENATE, CoMMITTEE on BANKING AND CURRENCY, Washington, D.C.

The committee met, pursuant to call, at 10:30 a.m. in room 301, Senate Office Building, Senator Duncan U. Fletcher E.; Present: Senators Fletcher (chairman), Wagner, Barkley, Bulkley, Gore, o: Byrnes, McAdoo, Adams, Norbeck, Carey, Couzens, Steiwer, and Kean. Present also: Ferdinand Pecora, special counsel to the committee, and Julius Silver, associate counsel to the committee. The CHAIRMAN. The committee will please come to order. A meeting of the committee was called this morning to take up S. 875, which will be made a part of the hearings, as follows:

[ocr errors]

A BILL To provide for the furnishing of information and the supervision of traffic in investment securities in interstate commerce

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That this Act shall be known as the “Federal Securities Act.” SEc. 2. That when used in this Act the following terms shall, unless the text otherwise indicates, have the following respective meanings: (a) “Security” shall include any note, stock, treasury stock, “blank” stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in a profit-sharing agreement, or right to subscribe to any of the foregoing, certificate of interest in any oil, gas, or mining lease, collateral trust certificates, preorganization certificate, preorganization subscription, and transferable share, investment contract, voting trust certificate, or beneficial interest in title to property, profits, or earnings, or any other instrument commonly known as a security; including an interim or temporary bond, debenture, note, certificate, or receipt for a security or for subscription to a security. (b) “Person” shall include a natural person, a corporation, a partnership, an association, a joint stock company, a trust and any unincorporated organization. As used herein the term “trust” shall not include a trust created or appointed under or by virtue of a last will and testament, or by a court of law or equity, Or any Public charitable trust. (c) “Sale” or “sell” shall include every disposition, or attempt to dispose of a security or interest in a security for value. Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing, shall be conclusively presumed to constitute a Park of the subject of such purchase and to have been sold for value. “Sale” or “sell” shall also include a contract to sell, an exchange, an attempt to sell, an option of sale or purchase, a solicitation of a sale, a subscription or an offer to sell, directly or by an agent, or a circulár, letter, advertisement, or otherwise: Provided, That a privilege pertaining to a security giving the holder the privilege to convert such security into another security of the same issuer shall not be deemed a sale of such other security within the meaning of this definition. But such privilege shall not be construed, as affecting the status of either security with respect to exemption or registration under the provisions of this Act: And provided further, That the issue or transfer of a right to subscribe to another security of the same issuer, when such right is

[ocr errors]

issued or transferred with the security to which it pertains, shall not be deemed a sale of such other security within the meaning of this definition and such right shall not be construed as affecting the status of the security to which such right pertains with respect to exemption or registration under the provisions of this Act; but the sale of such other security upon the exercise of such right shall be subject to the provisions of this Act. (d) “Issuer” shall mean and include every person who issues, has issued, or proposes to issue any security. Any person who acts as a promoter for and on behalf of an individual, corporation, trust or unincorporated association or partnership of any kind to be formed shall be deemed to be an issuer. (e) “Commission” shall mean the Federal Trade Commission. (f) “Mortgage” shall be deemed to include any trust instrument to secure a debt. (g) “Territory” shall include Alaska, Hawaii, Puerto Rico, the Philippine Islands, the Panama Canal Zone, the Virgin Islands, and the insular possessions of the United States. (h) “Interstate Commerce” shall mean trade or commerce in securities among the several States or between the District of Columbia, or any Territory of the United States and any State, or other Territory, or between any insular possessions or other places under the jurisdiction of the United States, or between any such possession or place and any State, or Territory of the United States or the District of Columbia, or within the District of Columbia or any Territory or any insular possession or other place under the jurisdiction of the United States, or any printed, written, or other graphic communication, or any spoken communication or intercourse relating to or in furtherance of the commerce described in this definition. (i) “Registration Statement”, hereinafter called “Statement”, shall mean the statement required upon application for registration by section 5 of this Act, together with all documents and other information required therein. Ec. 3. That, until there shall have been registered with the Commission the statement hereinafter referred to in accordance with the terms and conditions provided by this Act and by the rules and regulations promulgated pursuant thereto, it shall be unlawful for: (a) Any person to make use of the United States mails or of any means or instruments of transportation or communication to offer in interstate commerce securities, other than those issued by a foreign government or subdivision thereof, for sale or to solicit or accept offers to buy such securities in such commerce; (b) Or for any person to make such offer to sell to or to solicit or accept an offer to buy in interstate commerce through the use or medium of any book, magazine, newspaper, or similar publication, or by any circular, advertisement, or printed, written, or other graphic communication or document, or by any spoken communication carried or transmitted through or by such mails or means or instruments of transportation or communication, or any of them; (c) Or to carry or cause to be carried in interstate commerce, by any means or instruments of transportation, for the purpose of sale or for delivery after sale, either directly or through the medium of another, any security not issued by a foreign government or political subdivision thereof; (d) Or for any person to sell or offer for sale or to accept an offer to buy or to announce or advertise in the United States any security of a foreign government or a political subdivision thereof: Provided, That the provisions of this section do not apply to the securities and transactions exempted by sections 11 and 12 of this Act. SEc. 4. That all securities heretofore referred to in section 3 of this Act shall be registered with the Commission under the terms and conditions hereinafter provided, by filing a registration statement signed by the issuer or issuers, its or their principal executive officer or officers, the principal financial officer or officers, and the directors, trustees, or managers; if there is no board of directors, by the persons or board having the power of management of the person, corporation, association, or other entity issuing the said securities: Provided, That, when such statement relates to securities issued by a foreign government or political subdivision thereof, it shall be signed by the person or persons, or, if a corporation, association, or other entity, by the principal executive officer, the principal financial officer, and the directors, or, if there is no board of directors, by the persons or board having the power of management of the person, firm, corporation, association, or other entity negotiating the loan or acting as the selling agent or underwriting such security for sale in the United States as the Commission may require. ś of all such persons when printed on the

« 이전계속 »