15 U.S.C. § 77q — Fraudulent interstate transactions

(a) Fraud in offering or selling securities It is unlawful for anyone, in offering or selling any securities (including security-based swaps) or a security-based swap agreement, using interstate transportation, communication, or the mails, directly or indirectly, to: (1) use any device, scheme, or trick to defraud; (2) get money or property through an untrue statement of a material fact, or by leaving out a material fact needed to keep the statements made, in context, from being misleading; or (3) engage in any transaction, practice, or course of business that operates, or would operate, as a fraud or deceit on the buyer. (b) Paid promotion without disclosure It is also unlawful for anyone, using interstate transportation, communication, or the mails, to publish, publicize, or circulate a notice, circular, advertisement, newspaper, article, letter, investment service, or other communication that describes a security in exchange for payment received or to be received, directly or indirectly, from an issuer, underwriter, or dealer — without fully disclosing that payment, past or expected, and its amount — even if the communication doesn't claim to be offering the security for sale. (c) Section 77c exemptions don't apply here The exemptions listed in section 77c do not apply to this section — meaning even an otherwise-exempt security offering is still covered by this fraud ban. (d) Security-based swap agreements The SEC's authority under this section over security-based swap agreements is subject to the restrictions and limitations in section 77b–1(b).