Use of interstate commerce for purpose of fraud or deceit
Use of interstate commerce for purpose of offering for sale
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 mails, to publish, give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, investment service, or communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.
Exemptions of section 77c not applicable to this section
section 77c of this titleThe exemptions provided in shall not apply to the provisions of this section.
Authority with respect to security-based swap agreements
section 78c(a)(78) of this titlesection 77b–1(b) of this titleThe authority of the Commission under this section with respect to security-based swap agreements (as defined in ) shall be subject to the restrictions and limitations of .
May 27, 1933, ch. 3848 Stat. 84Aug. 10, 1954, ch. 66768 Stat. 686Pub. L. 106–554, § 1(a)(5) [title III, § 302(b), (c)]114 Stat. 2763Pub. L. 111–203, title VII, § 762(c)(2)124 Stat. 1759(, title I, § 17, ; , title I, § 10, ; , , , 2763A–452; , , .)
Editorial Notes
References in Text
Section 78c(a)(78) of this titleact June 6, 1934, ch. 404, referred to in subsec. (a), was in the original “section 3(a)(78) of the Securities Exchange Act”, and was translated as meaning section 3(a)(78) of , to reflect the probable intent of Congress.
Amendments
Pub. L. 111–203, § 762(c)(2)(A)section 78c(a)(78) of this title2010—Subsec. (a). , in introductory provisions, inserted “(including security-based swaps)” after “securities” and substituted “(as defined in )” for “(as defined in section 206B of the Gramm-Leach-Bliley Act)”.
Pub. L. 111–203, § 762(c)(2)(B)Subsec. (d). , substituted “78c(a)(78) of this title” for “206B of the Gramm-Leach-Bliley Act”.
Pub. L. 106–554, § 1(a)(5) [title III, § 302(b)]2000—Subsec. (a). , amended subsec. (a) generally. Prior to amendment, subsec. (a) read as follows: “It shall be unlawful for any person in the offer or sale of any securities by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly—
“(1) to employ any device, scheme, or artifice to defraud, or
“(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or
“(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.”
Pub. L. 106–554, § 1(a)(5) [title III, § 302(c)]Subsec. (d). , added subsec. (d).
1954—Subsec. (a). Act , inserted “offer or” before “sale” in introductory text.
Statutory Notes and Related Subsidiaries
Effective Date of 2010 Amendment
Pub. L. 111–203Pub. L. 111–203section 774 of Pub. L. 111–203section 77b of this titleAmendment by effective on the later of 360 days after , or, to the extent a provision of subtitle B (§§ 761–774) of title VII of requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see , set out as a note under .
Effective Date of 1954 Amendment
section 77b of this titleAmendment by act , effective 60 days after , see note under .