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COMMITTEE ON BANKING AND CURRENCY

UNITED STATES SENATE
SEVENTY-THIRD CONGRESS

FIRST SESSION

ON

S. 875

A BILL TO PROVIDE FOR THE FCRNISHING OF INFORMA-

TION AND THE SUPERVISION OF TRAFFIC IN
INVESTMENT SECURITIES IN INTER-

STATE COMMERCE

MARCH 31 TO APRIL 8, 1933

Printed for the use of the Committee on Banking and Currency

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51958

COMMITTEE ON BANKING AND CURRENCY to
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

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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 presiding. Present: Senators Fletcher (chairman), Wagner, Barkley, Bulkley, Gore, Costigan, 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:

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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. o (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 part 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 circular, 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

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