section 17 b of the securities exchange act of 1934

The Exchange Act also protects investors by prohibiting fraud and establishing severe penalties for those who defraud investors, as well as those who engage in some trading practices that take advantage of information most investors do not have (such as insider trading). Under the Exchange Act, the SEC can sanction, fine, or otherwise discipline market participants who violate federal securities laws. US.126936257.02 . Securities Exchange Act of 1934 . Section 10(… 41 … Pursuant to Section 13 or 15(d) of the . 1248, 1260 (1978) [hereinafter cited as Scienter and Section 17(a)]. [1] So in ... was in the original “section 9 of the Federal Reserve Act”, meaning section 9 of act Dec. 23, 1913, ch. Washington, D.C. 20549 . The Williams Act is codified as 15 U.S.C. Â§ 78n(a)-(c)) govern disclosure during proxy contests, when various parties might solicit an investor's vote on a corporate action or to vote for certain board members. Â§ 78i) allows investors to sue for trading activities and patterns of trading conduct that cause investors to think that a stock is doing better or worse than it actually is, or is traded more frequently than it actually is, or that create the appearance of a stable price. 18. Â§ 78t) provides for joint and several liability for people who control or abet violators of the Exchange act, thus increasing the chance that an investor will be able to collect any damages that are awarded. 78 o) such person must, … [1] This provision requires certain corporate “insiders” to disgorge profits that they earn from “short swing” transactions in the stock of public companies. Securities Act of 1933. Broker-dealer firms and employees who violate the FINRA standards of conduct are subject to disciplinary action by FINRA. Congress should repeal or modify section 16(b) (Section 16(b)) of the Securities Exchange Act (Exchange Act) of 1934. 1. Washington, D.C. 20549 . It is now clear that section 10(b) and rule 10b-5 are no longer to be considered the cure for all evils in the securities market. Sec. Reporting companies must also promptly disclose certain important events (called a Form 8-K). Thus, if an employee violates a provision of the Exchange Act, the employer could be held liable. Sec. Every national securities exchange, member thereof, ... 1923, 1929, 1934.) Date of Report (date of earliest event reported): April 14, 2020 . The fingerprinting requirement of section 17(f)(2) of the Securities Exchange Act of 1934 may be satisfied by submitting appropriate and complete fingerprint cards to a registered national securities exchange or to a registered national securities association which, pursuant to a plan filed with, and declared effective by, the Commission, forwards such fingerprint cards to the … For the reasons hereinafter enumerated, transactions in securities as commonly conducted upon securities exchanges and over-the-counter markets are affected with a national public interest which makes it necessary to … (a)(47), is act June 6, 1934, ch. 3 . Tandon consented to the entry of that injunction without admitting or denying the allegations of the complaint. As a result, other sections of the 1934 Act should take on added importance. On the basis of this Order and Respondents’ Offers, the Commission finds that: 1. General rules and regulations promulgated under the Securities Exchange Act of 1934 (17 CFR Part 240) General rules and regulations promulgated under the Securities Act of 1933 (17 CFR Part 230) Forms prescribed under the Securities Act of 1933; Securities Exchange Act of 1934. Short Title. Similarly, if an individual encourages another to violate a provision of the Exchange Act, that individual could be held liable. Section 17(b) of the Securities Act was originally intended to prevent investors from being duped by stock tip sheets that were paid for by the issuer of the securities being recommended. SECURITIES AND EXCHANGE COMMISSION . Section 15C-- Government Securities Brokers and Dealers Section 15D-- Securities Analysts And Research Reports Section 16-- Directors, Officers, and Principal Stockholders Section 17-- Records and Reports Section 17A-- National System for Clearance and Settlement of Securities Transactions Section 17B-- Automated Quotation Systems for Penny Stocks Swap Agreements. 3. 881, which is classified generally to this chapter (§ 78a et seq.). (c) Authority of Commission. SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934: AN ALTERNATIVE TO "BURNING DOWN THE BARN IN ORDER TO ILL THE RATS" 1 John E. Muntert The author critically analyzes Section 16(b) of the Securities Exchange Act of 1934. Automated Quotation Systems for Penny Stocks. National System for Clearance and Settlement of Securities Transactions. The Commission’s claims against Tandon for disgorgement and prejudgment … § 240.13e-100 Schedule 13E-3, Transaction statement under section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 (§ 240.13e-3) thereunder. The Act was passed in large part as a response to the stock market crash of 1929, to provide more transparency in the secondary securities market. UNITED STATES . Courts have held that there is a private right of action to sue under 10b-5. Securities Exchange Act of 1934. Typically, only individuals who have actually bought or sold securities have standing to bring a 10b-5 claim. ), Regulation RR – Credit Risk Retention (17 CFR Part 246), Regulation S-P, S-AM, AND S-IDS-P (17 CFR Part 248), Standards of Professional Conduct for Attorneys (17 CFR Part 205). The Sarbanes-Oxley Act of 2002, referred to in subsec In addition to directly regulating the markets, the SEC oversees SROs, which in turn exercise independent oversight over the markets. Date of Report (date of earliest event reported): April 8, 2020 . (g) If a person who has been subject to § 240.17a-3 ceases to transact a business in securities directly with others than members of a national securities exchange, or ceases to transact a business in securities through the medium of a member of a national securities exchange, or ceases to be registered pursuant to section 15 of the Act (15 U.S.C. The '33 Act was the first SECURITIES EXCHANGE ACT OF 1934 [AS AMENDED THROUGHP.L. Â§ 78m(d)-(e). Pursuant to Section 13 or 15(d) of the . SECURITIES AND EXCHANGE COMMISSION . In addition, the Exchange Act regulates the exchanges on which securities are sold. If a party makes a tender offer, the Williams Act governs. The Securities Exchange Act requires disclosure of important information by anyone seeking to acquire more than 5 percent of a company's securities by direct purchase or tender offer. Sections 14(a)-(c) (codified in 15 U.S.C. The SEC also directly regulates SROs, requiring that SROs develop specified rules and standards of good practice for their members, pursuant to SEC directives. Â§ 78e) and Section 6 (codified in 15 U.S.C. Sec. To further this goal, all securities traded on the securities exchanges must be registered under Sections 12(a) and 12(b) of the Exchange Act (codified in 15 U.S.C. Sec. CURRENT REPORT . Â§ 78m), companies with registered publicly held securities and companies of a certain size are called "reporting companies," meaning that they must make periodic disclosures by filing annual reports (called a Form 10-K) and quarterly reports (called a Form 10-Q). CURRENT REPORT . 2 . The Securities Exchange Act of 1934 was created to govern securities transactions on the secondary market and ensure fairness and investor confidence. CURRENT REPORT . For complete classification of this Act to the Code, see section 78a of this title and Tables. 111-72, APPROVED O CT. 13, 2009] TABLE OF CONTENTS T ITLE I—R EGULATION OF S ECURITIES E XCHANGES. FORM 8-K . It regulates tender and exchange offers, proxy solicitations and fraud and market manipulation in connection with the … FORM 8-K . Section 4 of the Exchange Act established the Securities and Exchange Commission (SEC), which is the federal agency responsible for enforcing securities laws. Pursuant to Section 13 or 15(d) of the . All disclosure materials must be filed with the SEC. ), Regulation NMS (17 CFR Part 242.600 et seq. Accounts and Records, Examinations of Exchanges, Members, and Others. The Securities Exchange Act of 1934, referred to in subsec. Section 9(e) gives investors an explicit right of action to sue buyers or sellers who manipulate the price of any security traded on a stock exchange. As such, the 1934 Act typically governs transactions which take place between parties which are not the original issuer, such as trades that retail investors execute through brokerage companies. FORM 8-K . For more on the Securities Exchange Act of 1934, see this St. John's Law Review article, this Fordham Law Review article, and this Columbia Undergraduate Law Review article. Section 16(b) defines a purchase and sale, or sale and purchase, within six months’ time as a … Nearly all broker-dealers must register with the FINRA, the most prevalent SRO (responsible for the regulation of broker-dealer firms and securities brokers). Companies with more than $10 million in assets whose securities are held by more than 500 owners must file annual and other periodic reports, Columbia Undergraduate Law Review article, SECURITIES LITIGATION UNIFORM STANDARDS ACT. Sec. Section 20(a) of this title shall not apply to actions under subsection (a) of this section. 41 … § 240.13e-101 [Reserved] § 240.13e-102 Schedule 13E-4F. This is what Section 17(b) says: It shall be unlawful for any person, by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the … Regulation FD is the primary section of the Exchange Act which discusses disclosures. Related Content. Section 20 (codified in 15 U.S.C. 41 … Â§ 78j) is the primary anti-fraud statutory provision. WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 001-2979 No. Date of Report (date of earliest event reported): April 17, 2020 . These registration documents help the SEC monitor the markets for trading activity that might indicate that market participants are violating securities laws (such as insider trading). SECURITIES AND EXCHANGE COMMISSION . Sec. To use or employ, in connection with the purchase or sale of any security registered on a national … Securities Exchange Act of 1934 Section 10 Manipulative and Deceptive Devices It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange-- b. 6, 38 Stat. Section 10 (b) of the Securities Exchange Act of 1934, known as SEC Rule 10b-5, which concerns insider trading. 17B. Such an offer often is extended in an effort to gain control of the company. 2 III. Respondent Gil Beserglik is a 64 year old Israeli citizen who, along with Respondent Raz Beserglik and Respondent Kai Christian … Section 17 (a) of the Securities Act of 1933. Sec. Companies with more than $10 million in assets whose securities are held by more than 500 owners must file annual and other periodic reports with the SEC. to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (“Order”), as set forth below. Pursuant to Section 13 or 15(d) of the . One important function of the SEC is to ensure that companies meet the Exchange Act's disclosure requirements. Washington, D.C. 20549 . 404, 48 Stat. 17A SECURITIES EXCHANGE ACT OF 1934 274 lated to the purposes of this section or the administration of the clearing agency. Liability for Misleading Statements. SECURITIES EXCHANGE ACT OF 1934 [A S A MENDED THROUGH P.L. Sec. Securities Exchange Act of 1934 . As it developed, section 10(b) of the 1934 Act and corresponding SEC Rule 10b-5have sweeping antifraud language. These periodic reports include or incorporate by reference types of information that would help investors decide whether a company's security is a good investment. CURRENT REPORT . Pursuant to Section 13 or 15(d) of the 2. Washington, D.C. 20549 . 4. Rule 10b-5 also imposes liability for any misstatement or omission of a material fact, or one that investors would think was important to their decision to buy or sell a security. This act affects many aspects of the hedge fund industry and Section 10 (and accompanying Rule 10b-5) is a central source of power for the SEC. The SEC or Department of Justice can also bring criminal actions for particularly serious violations. 17. Unfortunately, some of these … CURRENT REPORT . This Act may be cited as the “ Securities Exchange Act of 1934.” NECESSITY FOR REGULATION AS PROVIDED IN THIS TITLE Seo. The Commission, by such rules, regulations, and orders as it considers necessary or appropriate in the public interest or for the protection of investors, may exempt, in whole or in part, either … Securities Exchange Act of 1934 . Tender offer statement pursuant to section 13(e) (1) of the Securities Exchange Act of 1934 and § 240.13e-4 thereunder. Section 10(b) (codified in 15 U.S.C. These activities mislead investors about the true value of a security, and thus induce the investors to trade. I have included an overview of the important sections of the Exchange Act and have also included the SEC’s summary discussion of the Act … WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 001-2979 No. SECURITIES AND EXCHANGE COMMISSION . Section 3B — Securities-related deriviatives, Section 3C — Clearing for security-based swaps, Section 3D — Security-based swap execution facilities, Section 3E — Segregation of assets held as collateral in security-based swap transations, Section 4 — Securities and Exchange Commission, Section 4A — Delegation of functions by Commission, Section 4B — Transfer of functions with respect to assignment of personnel to chairman, Section 4C — Appearance and practice before the Commission, Section 4D — Additional duties of Inspector General, Section 4E — Deadline for completing enforcement investigations and compliance examinations and inspections, Section 5 — Transactions on unregistered exchanges, Section 6 — National securities exchanges, Section 8 — Restrictions on borrowing and lending by members, brokers, and dealers, Section 9 — Manipulation of security prices, Section 10 — Manipulative and deceptive devices, Section 10B — Position limits and position accountability for security-based swaps and large trader reporting, Section 10D — Recovery of erroneously awarded compensation policy, Section 11 — Trading by members of exchanges, brokers, and dealers, Section 11A — National market system for securities; securities information processors, Section 12 — Registration requirements for securities, Section 13 — Periodical and other reports, Section 13A — Reporting and recordkeeping for certain security-based swaps, Section 14A — Shareholder approval of executive compensation, Section 15 — Registration and regulation of brokers and dealers, Section 15A — Registered securities associations, Section 15C — Government securities brokers and dealers, Section 15D — Securities analysts and research reports, Section 15E — Registration of nationally recognized statistical rating organizations, Section 15F — Registration and regulation of security-based swap dealers and major security-based swap participants, Section 16 — Directors, officers, and principal stockholders, Section 17A — National system for clearance and settlement of securities transactions, Section 17B — Automated quotation systems for penny stocks, Section 18 — Liability for misleading statements, Section 19 — Registration, responsibilities, and oversight of self-regulatory organizations, Section 20 — Liability of controlling persons and persons who aid and abet violations, Section 20A — Liability to contemporaneous traders for insider trading, Section 21A — Civil penalties for insider trading, Section 21B — Civil remedies In administrative proceedings, Section 21C — Cease-and-desist proceedings, Section 21D — Private securities litigation, Section 21E — Application of safe harbor for forward-looking statements, Section 21F — Securities whistleblower incentives and protection, Section 23 — Rules, regulations, and orders; annual reports, Section 24 — Public availability of information, Section 25 — Court review of orders and rules, Section 27 — Jurisdiction of offenses and suits, Section 27A — Special provision relating to statute of limitations on private causes of action, Section 30 — Foreign securities exchanges, Section 30A — Prohibited foreign trade practices by issuers, Section 35 — Authorization of appropriations, Section 35A — Requirements for the EDGAR system, Section 38 — Federal National Mortgage Association, Federal Home Loan Mortgage, Section 201 — Definitions; promotion of efficiency, competition, and capital formation, Section 202 — Classes of securities under this subchapter, Section 204 — Prohibitions relating to interstate commerce and the mails, Section 205 –Information required in prospectus, Section 206 — Civil liabilities on account of false registration statement, Section 208 — Liability of controlling persons, Section 209 — Special powers of the Commission, Securities Lawyer's Deskbook is powered by, The Securities Acts and General Regulations, General rules and regulations promulgated under the Securities Act of 1933 (17 CFR Part 230), Forms prescribed under the Securities Act of 1933, General rules and regulations promulgated under the Securities Exchange Act of 1934 (17 CFR Part 240), Forms prescribed under the Securities Exchange Act of 1934, Rules and regulations promulgated under the Investment Company Act of 1940 (17 CFR Part 270), Forms prescribed under the Investment Company Act of 1940, Rules and regulations promulgated under the Investment Advisers Act of 1940 (17 CFR Part 275), Forms prescribed under the Investment Advisers Act of 1940, Dodd-Frank Wall Street Reform And Consumer Protection Act, Article 1 — Application of Regulation S-X, Article 10 — Interim Financial Statements, Article 11 — Pro-Forma Financial Information, Article 12 — Form and Content of Schedules, Article 2 — Qualifications and Reports of Accountants, Article 3 — General Instructions as to Financial Statements, Article 3A — Consolidated and Combined Financial Statements, Article 5 — Commercial and Industrial Companies, Article 6 — Registered Investment Companies, Article 6A– Employee Stock Purchase, Savings and Similar Plans, Article 8 — Financial Statements of Smaller Reporting Companies, Regulation M-A (17 CFR 229.1000 et seq. 5. The SEC enforces statutory disclosure requirements bringing enforcement actions against companies that disseminate fraudulent or incomplete information in violation of federal securities laws. WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 001-2979 No. The Commission makes this information available to all investors through EDGAR, its online filing system. WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 001-2979 No. Sec… FORM 8-K . Securities exchanges, such as the New York Stock Exchange and NASDAQ, must register with the SEC under Section 5 (codified in 15 U.S.C. Section 3401(6) of title 12, referred to in subsec. SECURITIES AND EXCHANGE COMMISSION . The SEC can also issue rules pursuant to specific statutory provisions, to help effectuate those provisions. 2. Section 17 (a) is similar in many respects to Rule 10b-5, promulgated pursuant to Section 10 (b) of the 1934 Securities Exchange Act, and the two provisions follow roughly the same structure. FORM 8-K . implied private action arising under section 10(b) of the Securities Exchange Act of 19341 and its complementary provision, rule 10b-5. WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 001-2979 No. The Exchange Act also allows investors to sue market participants who have defrauded them. Definitions and Application of Title. 112-158, APPROVEDAUGUST10, 2012] ... Sec. The Securities and Exchange Act of 1934 created the SEC, and Section 10b of the Act gave the SEC the power to enact rules against "manipulative and deceptive practices" in securities trading. Sec… of chapter 3 of Title 12, Banks and Banking. … Section 16 is a section of the Securities Exchange Act of 1934 that describes the regulatory filing responsibilities of directors, officers, and principal stockholders. Sec. 251, as amended, which is classified generally to subchapter VIII (§ 321 et seq.) The Securities Exchange Act of 1934 (the “Exchange Act”) is a very important act for hedge fund managers. FORM 8-K . The law is found at 15 USC 77q; and provides the following: Â§ 78l(a)-(b)), with the issuers of the securities disclosing comprehensive information about themselves in the registration process. 41 … This joint supervision of broker-dealers and their employees is extremely important to investors, because it ensures that broker-dealers and their employees are sufficiently qualified and and that firms keep accurate, truthful records. The SEC is also responsible for registering and establishing rules regulating the conduct of market participants, stock exchanges, and self-regulatory organizations (SROs). Date of Report (date of earliest event reported): June 17, 2020 . (G) The rules of the clearing agency provide that (subject to any rule or order of the Commission pursuant to section 17(d) or 19(g)(2) of this title) its participants shall be appro- Washington, D.C. 20549 . Claims under Section 9, however, are difficult to prove, since investors must show that the price was actually affected by the manipulation, and that the defendant acted willfully. Section 17 (a) of the Securities Act of 1933 applies to registration of securities and prospectuses. However, Section 17 (a) and Rule 10b-5 are different in two respects.

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