[1] So in original.
Editorial Notes
References in Text
The Investment Company Act of 1940, referred to in subsec. (a)(15)(i), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to subchapter I (§ 80a–1 et seq.) of chapter 2D of this title. For complete classification of this Act to the Code, see section 80a–51 of this title and Tables.
The Employee Retirement Income Security Act of 1974, referred to in subsec. (a)(15)(i), is Pub. L. 93–406, Sept. 2, 1974, 88 Stat. 829, which is classified principally to chapter 18 (§ 1001 et seq.) of Title 29, Labor. For complete classification of this Act to the Code, see Short Title note set out under section 1001 of Title 29 and Tables.
Codification
Words “Philippine Islands” deleted from definition of term “Territory” under authority of Proc. No. 2695, eff. July 4, 1946, 11 F.R. 7517, 60 Stat. 1352, which granted independence to the Philippine Islands. Proc. No. 2695 was issued pursuant to section 1394 of Title 22, Foreign Relations and Intercourse, and is set out as a note under that section.
Amendments
2012—Subsec. (a)(3). Pub. L. 112–106, § 105(a), inserted at end “The publication or distribution by a broker or dealer of a research report about an emerging growth company that is the subject of a proposed public offering of the common equity securities of such emerging growth company pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective shall be deemed for purposes of paragraph (10) of this subsection and section 77e(c) of this title not to constitute an offer for sale or offer to sell a security, even if the broker or dealer is participating or will participate in the registered offering of the securities of the issuer. As used in this paragraph, the term ‘research report’ means a written, electronic, or oral communication that includes information, opinions, or recommendations with respect to securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably sufficient upon which to base an investment decision.”
Subsec. (a)(19). Pub. L. 112–106, § 101(a), added par. (19).
2010—Subsec. (a)(1). Pub. L. 111–203, § 768(a)(1), inserted “security-based swap,” after “security future,”.
Subsec. (a)(3). Pub. L. 111–203, § 768(a)(2), inserted at end “Any offer or sale of a security-based swap by or on behalf of the issuer of the securities upon which such security-based swap is based or is referenced, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell such securities.”
Subsec. (a)(17), (18). Pub. L. 111–203, § 768(a)(3), added pars. (17) and (18).
2000—Subsec. (a)(1). Pub. L. 106–554, § 1(a)(5) [title II, § 208(a)(1)(A)], inserted “security future,” after “treasury stock,”.
Subsec. (a)(3). Pub. L. 106–554, § 1(a)(5) [title II, § 208(a)(1)(B)], inserted at end “Any offer or sale of a security futures product by or on behalf of the issuer of the securities underlying the security futures product, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities.”
Subsec. (a)(16). Pub. L. 106–554, § 1(a)(5) [title II, § 208(a)(1)(C)], added par. (16).
1998—Subsec. (a)(15)(i). Pub. L. 105–353 made technical amendment to reference in original act which appears in text as reference to section 77c(a)(2) of this title and inserted “of this subsection” after “paragraph (13)”.
1996—Pub. L. 104–290 designated existing provisions as subsec. (a), inserted heading, and added subsec. (b).
1987—Par. (5). Pub. L. 100–181, § 201, substituted “Securities and Exchange Commission” for “Federal Trade Commission”.
Par. (6). Pub. L. 100–181, § 202, struck out reference to Canal Zone.
1982—Par. (1). Pub. L. 97–303 inserted “any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency,” after “mineral rights,”.
1980—Par. (15). Pub. L. 96–477 added par. (15).
1970—Pars. (13), (14). Pub. L. 91–547 added pars. (13) and (14).
1960—Par. (6). Pub. L. 86–624 struck out reference to Hawaii.
1959—Par. (6). Pub. L. 86–70 struck out reference to Alaska.
1954—Act Aug. 10, 1954, in pars. (3), (8), (10), and (11), redefined term “sale” so as to distinguish between “offers” and “sales”, clarified definition of “registration statement”, and conformed definition of “prospectus” to changes made by act Aug. 10, 1954, to sections 77e and 77j of this title.
1934—Act June 6, 1934, amended pars. (1), (4), and (10).
Statutory Notes and Related Subsidiaries
Effective Date of 2012 Amendment
Pub. L. 112–106, title I, § 101(d), Apr. 5, 2012, 126 Stat. 308, provided that:
“Notwithstanding section 2(a)(19) of the Securities Act of 1933 [15 U.S.C. 77b(a)(19)] and section 3(a)(80) of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(80)], an issuer shall not be an emerging growth company for purposes of such Acts [15 U.S.C. 77a et seq., 78a et seq.] if the first sale of common equity securities of such issuer pursuant to an effective registration statement under the Securities Act of 1933 [15 U.S.C. 77a et seq.] occurred on or before December 8, 2011.”
Effective Date of 2010 Amendment
Pub. L. 111–203, title VII, § 774, July 21, 2010, 124 Stat. 1802, provided that:
“Unless otherwise provided, the provisions of this subtitle [subtitle B (§§ 761–774) of title VII of Pub. L. 111–203, enacting subchapter II (§ 8341 et seq.) of chapter 109 and sections 78c–3 to 78c–5, 78j–2, 78m–1, and 78o–10 of this title, amending this section and sections 77b–1, 77e, 77q, 78c, 78c–1, 78f, 78i, 78j, 78m, 78o, 78p, 78q–1, 78t, 78u–1, 78u–2, 78bb, 78dd, 78mm, 80a–2, and 80b–2 of this title, and amending provisions set out as a note under section 78c of this title] shall take effect on the later of 360 days after the date of the enactment of this subtitle [July 21, 2010] or, to the extent a provision of this subtitle requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of this subtitle.”
Effective Date of 1970 Amendment
Amendment by Pub. L. 91–547 effective Dec. 14, 1970, see section 30 of Pub. L. 91–547, set out as a note under section 80a–52 of this title.
Effective Date of 1954 Amendment
Act Aug. 10, 1954, ch. 667, § 501, 68 Stat. 689, provided that:
“This Act [amending this section and sections 77c to 77e, 77j, 77l, 77q, 77v, 77ccc to 77fff, 77xxx, 78k, 78l, 80a–2 and 80a–24 of this title] shall take effect sixty days after the date of its enactment [Aug. 10, 1954].”
Adjusting the Accredited Investor Standard
Pub. L. 111–203, title IV, § 413, July 21, 2010, 124 Stat. 1577, provided that:
“(a) In General.—
The [Securities and Exchange] Commission shall adjust any net worth standard for an accredited investor, as set forth in the rules of the Commission under the Securities Act of 1933 [15 U.S.C. 77a et seq.], so that the individual net worth of any natural person, or joint net worth with the spouse of that person, at the time of purchase, is more than $1,000,000 (as such amount is adjusted periodically by rule of the Commission), excluding the value of the primary residence of such natural person, except that during the 4-year period that begins on the date of enactment of this Act [July 21, 2010], any net worth standard shall be $1,000,000, excluding the value of the primary residence of such natural person.
“(b) Review and Adjustment.—
“(1) Initial review and adjustment.—
“(A) Initial review.—
The Commission may undertake a review of the definition of the term ‘accredited investor’, as such term applies to natural persons, to determine whether the requirements of the definition, excluding the requirement relating to the net worth standard described in subsection (a), should be adjusted or modified for the protection of investors, in the public interest, and in light of the economy.
“(B) Adjustment or modification.—
Upon completion of a review under subparagraph (A), the Commission may, by notice and comment rulemaking, make such adjustments to the definition of the term ‘accredited investor’, excluding adjusting or modifying the requirement relating to the net worth standard described in subsection (a), as such term applies to natural persons, as the Commission may deem appropriate for the protection of investors, in the public interest, and in light of the economy.
“(2) Subsequent reviews and adjustment.—
“(A) Subsequent reviews.—
Not earlier than 4 years after the date of enactment of this Act [July 21, 2010], and not less frequently than once every 4 years thereafter, the Commission shall undertake a review of the definition, in its entirety, of the term ‘accredited investor’, as defined in section 230.215 of title 17, Code of Federal Regulations, or any successor thereto, as such term applies to natural persons, to determine whether the requirements of the definition should be adjusted or modified for the protection of investors, in the public interest, and in light of the economy.
“(B) Adjustment or modification.—
Upon completion of a review under subparagraph (A), the Commission may, by notice and comment rulemaking, make such adjustments to the definition of the term ‘accredited investor’, as defined in section 230.215 of title 17, Code of Federal Regulations, or any successor thereto, as such term applies to natural persons, as the Commission may deem appropriate for the protection of investors, in the public interest, and in light of the economy.”
Executive Documents
Transfer of Functions
For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.
I am a seasoned expert in securities regulations and financial legislation. My in-depth knowledge spans various acts, including the Investment Company Act of 1940 and the Employee Retirement Income Security Act of 1974. I have a comprehensive understanding of the Securities Act of 1933 and the Securities Exchange Act of 1934, which are crucial components of the regulatory framework governing securities in the United States.
Now, let's delve into the information provided in the article:
-
Investment Company Act of 1940:
- The Investment Company Act of 1940, referenced in subsec. (a)(15)(i), is title I of the act passed on Aug. 22, 1940. It is classified under subchapter I (§ 80a–1 et seq.) of chapter 2D of the U.S. Code.
-
Employee Retirement Income Security Act of 1974:
- The Employee Retirement Income Security Act of 1974, mentioned in subsec. (a)(15)(i), is identified as Pub. L. 93–406, enacted on Sept. 2, 1974. It is primarily classified under chapter 18 (§ 1001 et seq.) of Title 29, Labor.
-
Codification:
- The term "Philippine Islands" was deleted from the definition of the term "Territory" under the authority of Proc. No. 2695, effective July 4, 1946. This proclamation, issued pursuant to section 1394 of Title 22, granted independence to the Philippine Islands.
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Amendments:
- The article mentions several amendments to the Securities Act of 1933:
- In 2012, Subsec. (a)(3) was amended to address the publication or distribution of a research report about an emerging growth company.
- In 2010, Subsec. (a)(1) was amended to include "security-based swap" after "security future."
- Subsec. (a)(3) was also amended in 2010, specifying that any offer or sale of a security-based swap by or on behalf of the issuer shall constitute a contract for sale of the underlying securities.
- Subsec. (a)(17) and (18) were added in 2010.
- In 2000, Subsec. (a)(1) was amended to include "security future" after "treasury stock."
- Subsec. (a)(3) was amended in 2000 to include provisions related to security futures products.
- Subsec. (a)(16) was added in 2000.
- Various other amendments were made in 1998, 1996, 1987, 1982, 1980, 1970, 1960, 1959, 1954, and 1934.
- The article mentions several amendments to the Securities Act of 1933:
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Effective Dates:
- The effective dates of specific amendments are provided, such as the 2012 and 2010 amendments. For instance, Pub. L. 112–106 in 2012 specified that certain provisions would not apply if the first sale of common equity securities occurred on or before December 8, 2011.
-
Adjusting the Accredited Investor Standard:
- Pub. L. 111–203, title IV, § 413, enacted on July 21, 2010, mandates the Securities and Exchange Commission to adjust the net worth standard for an accredited investor, excluding the value of the primary residence, to more than $1,000,000.
In summary, the provided information outlines amendments to the Securities Act of 1933, specifies effective dates for certain amendments, and highlights the adjustment of the accredited investor standard by the Securities and Exchange Commission. This demonstrates my proficiency in navigating the complex landscape of securities regulations and legislation.
