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(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 regusations 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:
(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A security registered with a national securities exchange may be withdrawn or stricken from listing and registration in accordance with the rules of the exchange and upon such terms as the Commission may fix, upon application by the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.
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, shail 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
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 (lelivered to such person during such period. ACCOUNTS AND RECORDS, REPORTS, EXAMINATIONS OF EXCHANGES, MEMBERS,
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
content of registration statements and reports for various classes of exchanges, members, securities, and issuers, and defining accounting, technical, and trade terms used in this Act.
(b) The authority above given the Commission shall include, among other things, authority 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; but insofar as they relate to any common carrier subject to the provisions of section 20 of the Interstate Commerce Act, as amended, the rules and regulations of the Commission with respect to accounts shall not be inconsistent with the requirements imposed by the Interstate Commerce Commission under authority of such section 20.
(c) The authority above given the Commission shall include, among other things, authority to prescribe such rules and regulations for national securities exchanges, their members and persons transacting a business in securities through such members, in addition to those specifically provided in this Act, as it may deem necessary or appropriate in the public interest or for the protection of investors, and may by its rules and regulations more specifically define the form and procedure to be followed in carrying the provisions of this Act into effect. The Commission, among other things, may prescribe the time and method of making settlements, payments, and deliveries, the time and method of calculating margin requirements, and the time and method of closing out under-margined accounts. The Commission, among other things, may by rules and regulations prescribe rules for the conduct of business on exchanges, for the classification of members, for the election of officers and committees to ensure a fair representation of the membership, for the suspension, expulsion, or disciplining of members, for the listing or striking from listing of any security with right of appeal by the issuer to the Commission, for the reporting of transactions on the exchanges and upon tickers maintained by or with the consent of any exchange, including the method of reporting short sales, sales of securities in default in bankruptcy or receivership, and sales involving other special circumstances. The Commission may fix or prescribe the method of fixing uniform rates of commission, interests and other charges, may prescribe minimum units of trading, rules limiting the manner, method, and place of soliciting business, rules for odd-lot purchases and sales, rules regarding minimum deposits on marginal accounts, and rules limiting or prohibiting the registration or trading in any security within a specified period after the issuance or primary distribution thereof, prescribe rules governing the carrying of accounts and to prohibit fictitious or numbered accounts and require the disclosure of the real and beneficial owners thereof. The Commission shall have power to fix the hours of trading, and, if the public interest in its opinion so requires, summarily to suspend trading in any registered security or upon any registered exchange for a period not exceeding ninety days.
(d) The rules and regulations of the Commission shall be effective upon publication in the manner which the Commission shall prescribe.
(e) 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 refuse 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 punishable accordingly. Any officer participating in such inquiry and any person examined as a witness upon such inquiry who shall disclose to any person other than a member or officer of the Commission the name of any witness examined or any other information obtained upon such inquiry, except as directed by the Commission or an officer thereof, shall be guilty of a misdemeanor and punishable accordingly.
LIABILITY 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 under. standing 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 made pursuant thereto 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.
(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 by or through stock ownership, agency, or otherwise or through or by means of any other person who is controlled by such person and one or more other persons by or through stock ownership, agency, or otherwise for the purpose of avoiding any provisions 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 with the Commission under this Act or any rule or regulation thereunder.
(d) If the spouse of a person subject to any provision of this Act or of any rule or regulation thereunder, or a child or parent residing with such person, or a person holding in trust for such person money or property used in the transaction in question shall effect any transaction in a security which would be a violation of any such provision if effected by such person subject thereto, such person subject thereto shall be deemed to have violated such provision unless he shall sustain the burden of showing that the transaction was not effected with his approval or was not for the purpose of evading such provision. INJUNCTIONS AND PROSECUTION OF OFFENSES: SUSPENSION OR WITHDRAWAL or
REGISTRATION OF AN EXCHANGE OR OF A SECURITY 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) 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 a violation of the provisions of this Act, or of any rule or regulation prescribed under authority thereof, it may in its discretion
(i) Bring an action in any district court of the United States, United States court of any Territory, or the Supreme Court of the District of Columbia to enjoin such acts or practices, and upon a proper showing a permanent or temporary injunction or restraining order shall be granted without bond. The Commission may transmit such evidence as may be available concerning such acts or practices to the Attorney General, who may, in his discretion, institute the necessary criminal proceedings under this title. Any such criminal proceeding may be brought in the district wherein the violation complained of occurred;
(ii) After appropriate notice and opportunity for hearing, 'make an order suspending for a period not exceeding twelve months or withdrawing 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 compliance therewith by a member or an issuer of a security registered thereon, or withdrawing altogether the registration of a