2011 US Code
Title 15 - Commerce and Trade
Chapter 2A - SECURITIES AND TRUST INDENTURES (§§ 77a - 77bbbb)
Subchapter I - DOMESTIC SECURITIES (§§ 77a - 77aa)
Section 77g - Information required in registration statement
View MetadataPublication Title | United States Code, 2006 Edition, Supplement 5, Title 15 - COMMERCE AND TRADE |
Category | Bills and Statutes |
Collection | United States Code |
SuDoc Class Number | Y 1.2/5: |
Contained Within | Title 15 - COMMERCE AND TRADE CHAPTER 2A - SECURITIES AND TRUST INDENTURES SUBCHAPTER I - DOMESTIC SECURITIES Sec. 77g - Information required in registration statement |
Contains | section 77g |
Date | 2011 |
Laws in Effect as of Date | January 3, 2012 |
Positive Law | No |
Disposition | standard |
Source Credit | May 27, 1933, ch. 38, title I, §7, 48 Stat. 78; Pub. L. 101-429, title V, §508, Oct. 15, 1990, 104 Stat. 956; Pub. L. 111-203, title IX, §§942(b), 945, July 21, 2010, 124 Stat. 1897, 1898. |
Statutes at Large References | 48 Stat. 78 64 Stat. 1265 104 Stat. 956, 931 124 Stat. 1897 |
Public Law References | Public Law 101-429, Public Law 111-203 |
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The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of section 77aa of this title, and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of section 77aa of this title; except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as having prepared or certified such report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement unless the Commission dispenses with such filing as impracticable or as involving undue hardship on the person filing the registration statement. Any such registration statement shall contain such other information, and be accompanied by such other documents, as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors.
(b) Registration statement for blank check companies(1) The Commission shall prescribe special rules with respect to registration statements filed by any issuer that is a blank check company. Such rules may, as the Commission determines necessary or appropriate in the public interest or for the protection of investors—
(A) require such issuers to provide timely disclosure, prior to or after such statement becomes effective under section 77h of this title, of (i) information regarding the company to be acquired and the specific application of the proceeds of the offering, or (ii) additional information necessary to prevent such statement from being misleading;
(B) place limitations on the use of such proceeds and the distribution of securities by such issuer until the disclosures required under subparagraph (A) have been made; and
(C) provide a right of rescission to shareholders of such securities.
(2) The Commission may, as it determines consistent with the public interest and the protection of investors, by rule or order exempt any issuer or class of issuers from the rules prescribed under paragraph (1).
(3) For purposes of paragraph (1) of this subsection, the term “blank check company” means any development stage company that is issuing a penny stock (within the meaning of section 78c(a)(51) of this title) and that—
(A) has no specific business plan or purpose; or
(B) has indicated that its business plan is to merge with an unidentified company or companies.
(c) Disclosure requirements (1) In generalThe Commission shall adopt regulations under this subsection requiring each issuer of an asset-backed security to disclose, for each tranche or class of security, information regarding the assets backing that security.
(2) Content of regulationsIn adopting regulations under this subsection, the Commission shall—
(A) set standards for the format of the data provided by issuers of an asset-backed security, which shall, to the extent feasible, facilitate comparison of such data across securities in similar types of asset classes; and
(B) require issuers of asset-backed securities, at a minimum, to disclose asset-level or loan-level data, if such data are necessary for investors to independently perform due diligence, including—
(i) data having unique identifiers relating to loan brokers or originators;
(ii) the nature and extent of the compensation of the broker or originator of the assets backing the security; and
(iii) the amount of risk retention by the originator and the securitizer of such assets.
(d) Registration statement for asset-backed securitiesNot later than 180 days after July 21, 2010, the Commission shall issue rules relating to the registration statement required to be filed by any issuer of an asset-backed security (as that term is defined in section 78c(a)(77) of this title) that require any issuer of an asset-backed security—
(1) to perform a review of the assets underlying the asset-backed security; and
(2) to disclose the nature of the review under paragraph (1).
(May 27, 1933, ch. 38, title I, §7, 48 Stat. 78; Pub. L. 101–429, title V, §508, Oct. 15, 1990, 104 Stat. 956; Pub. L. 111–203, title IX, §§942(b), 945, July 21, 2010, 124 Stat. 1897, 1898.)
Amendments2010—Subsec. (c). Pub. L. 111–203, §942(b), added subsec. (c).
Subsec. (d). Pub. L. 111–203, §945, added subsec. (d).
1990—Pub. L. 101–429 designated existing provision as subsec. (a) and added subsec. (b).
Effective Date of 2010 AmendmentAmendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.
Effective Date of 1990 AmendmentPub. L. 101–429, §1(c), Oct. 15, 1990, 104 Stat. 931, provided that:
“(1)
“(2)
“(A)
“(B)
“(3)
“(A)
“(B)
“(C)
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.
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