15 U.S.C. § 77j — Information required in prospectus

submitted 93 years ago by ch. 38 to r/title-15-COMMERCE-AND-TRADE · 787 words · no verdicts yet

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This section sets what a prospectus must contain. It normally must match the registration statement's information, though some documents and old data can be left out. The SEC can also allow shorter summary prospectuses and set extra rules for content, format, and broadcast versions.

(a) Information in the registration statement; documents not required Unless subsections (c), (d), or (e) say otherwise: (1) A prospectus for a security other than one from a foreign government or subdivision must contain the same information as the registration statement, but doesn't need the documents listed in paragraphs (28) through (32) of Schedule A of section 77aa. (2) A prospectus for a foreign government or subdivision security must also match the registration statement's information, but doesn't need the documents in paragraphs (13) and (14) of Schedule B of section 77aa. (3) If a prospectus is used more than nine months after the registration statement took effect, its information must be current as of no more than sixteen months before it's used — as far as the user of the prospectus knows or can reasonably find out. (4) The SEC can, by rule, allow leaving out information otherwise required under this subsection if it decides that information isn't necessary for the public interest or investor protection. (b) Summaries and omissions allowed by rule Besides the full prospectus under subsection (a), the SEC must, by rule, allow a shorter prospectus that leaves out or summarizes some of that information, for use under section 77e(b)(1). This shorter prospectus must generally be filed as part of the registration statement, but it doesn't count as part of that statement for purposes of section 77k (liability for false registration statements) unless the SEC's rules say otherwise. The SEC can order the use of such a shorter prospectus stopped or paused if it believes the prospectus wasn't filed when it should have been, or contains an untrue statement or leaves out a material fact needed to avoid being misleading. Before that order, the SEC must give notice and a chance for a hearing, and it must cancel or change the order once there's good cause or the prospectus is fixed. (c) Additional information required by rule Any prospectus must also contain whatever other information the SEC requires by rule for the public interest or investor protection. (d) Classification of prospectuses The SEC can sort prospectuses into classes based on how and why they're used, or based on the type of security, offering, or issuer, and can set — by rule — the form and content appropriate for each class, matching the public interest and investor protection. (e) Placement of required information Information required under subsections (a), (b), (c), or (d) must appear in a clearly visible part of the prospectus and, unless a rule says otherwise, in type as large as the rest of the prospectus's main text. (f) Radio or television prospectus If a prospectus is a radio or television broadcast, copies of it must be filed with the SEC under its rules. The SEC can also require filing the forms and prospectuses used to offer or sell registered securities.

the actual law source: uscode.house.gov ↗public domain

(a) Information in registration statement; documents not required

Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e)—

(1)

a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A of section 77aa of this title;

(2)

a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and (14) of schedule B of section 77aa of this title;

(3)

notwithstanding the provisions of paragraphs (1) and (2) of this subsection when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense;

(4)

there may be omitted from any prospectus any of the information required under this subsection which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors.

(b) Summarizations and omissions allowed by rules and regulations

In addition to the prospectus permitted or required in subsection (a), the Commission shall by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors permit the use of a prospectus for the purposes of subsection (b)(1) of section 77e of this title which omits in part or summarizes information in the prospectus specified in subsection (a). A prospectus permitted under this subsection shall, except to the extent the Commission by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors otherwise provides, be filed as part of the registration statement but shall not be deemed a part of such registration statement for the purposes of section 77k of this title. The Commission may at any time issue an order preventing or suspending the use of a prospectus permitted under this subsection, if it has reason to believe that such prospectus has not been filed (if required to be filed as part of the registration statement) or includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such prospectus is or is to be used, not misleading. Upon issuance of an order under this subsection, the Commission shall give notice of the issuance of such order and opportunity for hearing by personal service or the sending of confirmed telegraphic notice. The Commission shall vacate or modify the order at any time for good cause or if such prospectus has been filed or amended in accordance with such order.

Any prospectus shall contain such other information as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors.

(d) Classification of prospectuses

In the exercise of its powers under subsections (a), (b), or (c), the Commission shall have authority to classify prospectuses according to the nature and circumstances of their use or the nature of the security, issue, issuer, or otherwise, and, by rules and regulations and subject to such terms and conditions as it shall specify therein, to prescribe as to each class the form and contents which it may find appropriate and consistent with the public interest and the protection of investors.

(e) Information in conspicuous part of prospectus

The statements or information required to be included in a prospectus by or under authority of subsections (a), (b), (c), or (d), when written, shall be placed in a conspicuous part of the prospectus and, except as otherwise permitted by rules or regulations, in type as large as that used generally in the body of the prospectus.

(f) Prospectus consisting of radio or television broadcast

In any case where a prospectus consists of a radio or television broadcast, copies thereof shall be filed with the Commission under such rules and regulations as it shall prescribe. The Commission may by rules and regulations require the filing with it of forms and prospectuses used in connection with the offer or sale of securities registered under this subchapter.

Source credit: (May 27, 1933, ch. 38, title I, § 10, 48 Stat. 81; June 6, 1934, ch. 404, title II, § 205, 48 Stat. 906; Aug. 10, 1954, ch. 667, title I, § 8, 68 Stat. 685.)

history & why it existsrecord from the source credit

1933Enacted · Act of May 27, 1933, ch. 38 · 48 Stat. 81
1934Amended · Act of June 6, 1934, ch. 404 · 48 Stat. 906
1954Amended · Act of Aug. 10, 1954, ch. 667 · 68 Stat. 685

A history note hasn’t been published yet. The record shows enactment by ch. 38 on 1933-05-27.

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