Willful violations; false and misleading statements
section 78dd–1 of this titleoAny person who willfully violates any provision of this chapter (other than ), or any rule or regulation thereunder the violation of which is made unlawful or the observance of which is required under the terms of this chapter, or any person who willfully and knowingly makes, or causes to be made, any statement in any application, report, or document required to be filed under this chapter or any rule or regulation thereunder or any undertaking contained in a registration statement as provided in subsection (d) of section 78 of this title, or by any self-regulatory organization in connection with an application for membership or participation therein or to become associated with a member thereof which statement was false or misleading with respect to any material fact, shall upon conviction be fined not more than $5,000,000, or imprisoned not more than 20 years, or both, except that when such person is a person other than a natural person, a fine not exceeding $25,000,000 may be imposed; but no person shall be subject to imprisonment under this section for the violation of any rule or regulation if he proves that he had no knowledge of such rule or regulation.
Failure to file information, documents, or reports
oAny issuer which fails to file information, documents, or reports required to be filed under subsection (d) of section 78 of this title or any rule or regulation thereunder shall forfeit to the United States the sum of $100 for each and every day such failure to file shall continue. Such forfeiture, which shall be in lieu of any criminal penalty for such failure to file which might be deemed to arise under subsection (a) of this section, shall be payable into the Treasury of the United States and shall be recoverable in a civil suit in the name of the United States.
Violations by issuers, officers, directors, stockholders, employees, or agents of issuers
June 6, 1934, ch. 40448 Stat. 904May 27, 1936, ch. 462, § 949 Stat. 1380June 25, 1938, ch. 677, § 452 Stat. 1076Pub. L. 88–467, § 1178 Stat. 580Pub. L. 94–2989 Stat. 162Pub. L. 95–213, title I, § 103(b)91 Stat. 1496Pub. L. 98–376, § 398 Stat. 1265Pub. L. 100–418, title V, § 5003(b)102 Stat. 1419Pub. L. 100–704, § 4102 Stat. 4680Pub. L. 105–366, § 2(d)112 Stat. 3303Pub. L. 107–204, title XI, § 1106116 Stat. 810(, title I, § 32, ; , ; , ; , , ; , §§ 23, 27(b), , , 163; , , ; , , ; , , ; , , ; , , ; , , .)
Editorial Notes
References in Text
section 78a of this titleThis chapter, referred to in subsec. (a), was in the original “this title”. See References in Text note set out under .
Amendments
Pub. L. 107–2042002—Subsec. (a). substituted “$5,000,000, or imprisoned not more than 20 years” for “$1,000,000, or imprisoned not more than 10 years” and “$25,000,000” for “$2,500,000”.
Pub. L. 105–366, § 2(d)(1)1998—Subsec. (c)(1). , (2), substituted “subsection (a) or (g) of section 78dd–1” for “section 78dd–1(a)” in subpars. (A) and (B).
Pub. L. 105–366, § 2(d)(3)Subsec. (c)(2). , amended par. (2) generally. Prior to amendment, par. (2) read as follows:
section 78dd–1(a) of this title“(2)(A) Any officer or director of an issuer, or stockholder acting on behalf of such issuer, who willfully violates shall be fined not more than $100,000, or imprisoned not more than 5 years, or both.
section 78dd–1(a) of this title“(B) Any employee or agent of an issuer who is a United States citizen, national, or resident or is otherwise subject to the jurisdiction of the United States (other than an officer, director, or stockholder acting on behalf of such issuer), and who willfully violates , shall be fined not more than $100,000, or imprisoned not more than 5 years, or both.
section 78dd–1(a) of this title“(C) Any officer, director, employee, or agent of an issuer, or stockholder acting on behalf of such issuer, who violates shall be subject to a civil penalty of not more than $10,000 imposed in an action brought by the Commission.”
Pub. L. 100–7041988—Subsec. (a). substituted “$1,000,000” for “$100,000”, “10 years” for “five years”, “is a person other than a natural person” for “is an exchange”, and “$2,500,000” for “$500,000”.
Pub. L. 100–418Subsec. (c). amended subsec. (c) generally. Prior to amendment, subsec. (c) read as follows:
section 78dd–1(a) of this title“(1) Any issuer which violates shall, upon conviction, be fined not more than $1,000,000.
section 78dd–1(a) of this title“(2) Any officer or director of an issuer, or any stockholder acting on behalf of such issuer, who willfully violates shall, upon conviction, be fined not more than $10,000, or imprisoned not more than five years, or both.
section 78dd–1(a) of this title“(3) Whenever an issuer is found to have violated , any employee or agent of such issuer who is a United States citizen, national, or resident or is otherwise subject to the jurisdiction of the United States (other than an officer, director, or stockholder of such issuer), and who willfully carried out the act or practice constituting such violation shall, upon conviction, be fined not more than $10,000, or imprisoned not more than five years, or both.
“(4) Whenever a fine is imposed under paragraph (2) or (3) of this subsection upon any officer, director, stockholder, employee, or agent of an issuer, such fine shall not be paid, directly or indirectly, by such issuer.”
Pub. L. 98–3761984—Subsec. (a). substituted “$100,000” for “$10,000”.
Pub. L. 95–213, § 103(b)(1)section 78dd–1 of this title1977—Subsec. (a). , inserted “(other than )” after “Any person who willfully violates any provision of this chapter”.
Pub. L. 95–213, § 103(b)(2)Subsec. (c). , added subsec. (c).
Pub. L. 94–291975—Subsec. (a). , §§ 23(1), 27(b), inserted “or by any self-regulatory organization in connection with an application for membership or participation therein or to become associated with a member thereof,” and substituted “or imprisoned not more than five years” for “or imprisoned not more than two years”.
Pub. L. 94–29, § 23(2)oSubsec. (c). , struck out subsec. (c) which rendered this section inapplicable to violations of any rule or regulation prescribed pursuant to paragraph (3) of subsection (c) of section 78 of this title.
Pub. L. 88–467o1964—Subsec. (b). substituted “required to be filed under” for “pursuant to an undertaking contained in a registration statement as provided in” and inserted “or any rule or regulation thereunder” after “section 78 of this title.”
1938—Subsec. (c). Act , added subsec. (c).
o1936—Subsec. (a). Act , inserted “or any undertaking contained in a registration statement as provided in subsection (d) of section 78 of this title”.
Subsec. (b). Act , added subsec. (b).
Statutory Notes and Related Subsidiaries
Effective Date of 1988 Amendment
Pub. L. 100–704section 9 of Pub. L. 100–704oAmendment by not applicable to actions occurring before , see , set out as a note under section 78 of this title.
Effective Date of 1984 Amendment
Pub. L. 98–376section 7 of Pub. L. 98–376section 78c of this titleAmendment by effective , see , set out as a note under .
Effective Date of 1975 Amendment
Pub. L. 94–29section 31(a) of Pub. L. 94–29section 78b of this titleAmendment by effective , see , set out as a note under .
Effective Date of 1964 Amendment
Pub. L. 88–467section 13 of Pub. L. 88–467section 78c of this titleAmendment by effective , see , set out as a note under .