US Code

Public Law 119-73 (01/23/2026)

15 U.S.C. § 78w

Rules, regulations, and orders; annual reports

(a)

Power to make rules and regulations; considerations; public disclosure

(1)
section 78c(a)(34) of this titlesection 78c(a)(34) of this title The Commission, the Board of Governors of the Federal Reserve System, and the other agencies enumerated in shall each have power to make such rules and regulations as may be necessary or appropriate to implement the provisions of this chapter for which they are responsible or for the execution of the functions vested in them by this chapter, and may for such purposes classify persons, securities, transactions, statements, applications, reports, and other matters within their respective jurisdictions, and prescribe greater, lesser, or different requirements for different classes thereof. No provision of this chapter imposing any liability shall apply to any act done or omitted in good faith in conformity with a rule, regulation, or order of the Commission, the Board of Governors of the Federal Reserve System, other agency enumerated in , or any self-regulatory organization, notwithstanding that such rule, regulation, or order may thereafter be amended or rescinded or determined by judicial or other authority to be invalid for any reason.
(2)
The Commission and the Secretary of the Treasury, in making rules and regulations pursuant to any provisions of this chapter, shall consider among other matters the impact any such rule or regulation would have on competition. The Commission and the Secretary of the Treasury shall not adopt any such rule or regulation which would impose a burden on competition not necessary or appropriate in furtherance of the purposes of this chapter. The Commission and the Secretary of the Treasury shall include in the statement of basis and purpose incorporated in any rule or regulation adopted under this chapter, the reasons for the Commission’s or the Secretary’s determination that any burden on competition imposed by such rule or regulation is necessary or appropriate in furtherance of the purposes of this chapter.
(3)
section 78s(a) of this titlesection 78s(b) of this titleProvided, howeversection 552 of title 5 The Commission and the Secretary, in making rules and regulations pursuant to any provision of this chapter, considering any application for registration in accordance with , or reviewing any proposed rule change of a self-regulatory organization in accordance with , shall keep in a public file and make available for copying all written statements filed with the Commission and the Secretary and all written communications between the Commission or the Secretary and any person relating to the proposed rule, regulation, application, or proposed rule change: , That the Commission and the Secretary shall not be required to keep in a public file or make available for copying any such statement or communication which it may withhold from the public in accordance with the provisions of .
(b)

Annual report to Congress

(1)
section 78c(a)(34) of this title The Commission, the Board of Governors of the Federal Reserve System, and the other agencies enumerated in shall each make an annual report to the Congress on its work for the preceding year, and shall include in each such report whatever information, data, and recommendations for further legislation it considers advisable with regard to matters within its respective jurisdiction under this chapter.
(2)
The appropriate regulatory agency for a self-regulatory organization shall include in its annual report to the Congress for each fiscal year, a summary of its oversight activities under this chapter with respect to such self-regulatory organization, including a description of any examination conducted as part of such activities of any such organization, any material recommendation presented as part of such activities to such organization for changes in its organization or rules, and any action by such organization in response to any such recommendation.
(3)
The appropriate regulatory agency for any class of municipal securities dealers shall include in its annual report to the Congress for each fiscal year a summary of its regulatory activities pursuant to this chapter with respect to such municipal securities dealers, including the nature of and reason for any sanction imposed pursuant to this chapter against any such municipal securities dealer.
(4)
The Commission shall also include in its annual report to the Congress for each fiscal year—
(A)
a summary of the Commission’s oversight activities with respect to self-regulatory organizations for which it is not the appropriate regulatory agency, including a description of any examination of any such organization, any material recommendation presented to any such organization for changes in its organization or rules, and any action by any such organization in response to any such recommendations;
(B)
a statement and analysis of the expenses and operations of each self-regulatory organization in connection with the performance of its responsibilities under this chapter, for which purpose data pertaining to such expenses and operations shall be made available by such organization to the Commission at its request;
(C)
the steps the Commission has taken and the progress it has made toward ending the physical movement of the securities certificate in connection with the settlement of securities transactions, and its recommendations, if any, for legislation to eliminate the securities certificate;
(D)
the number of requests for exemptions from provisions of this chapter received, the number granted, and the basis upon which any such exemption was granted;
(E)
a summary of the Commission’s regulatory activities with respect to municipal securities dealers for which it is not the appropriate regulatory agency, including the nature of, and reason for, any sanction imposed in proceedings against such municipal securities dealers;
(F)
section 78m(f) of this title a statement of the time elapsed between the filing of reports pursuant to and the public availability of the information contained therein, the costs involved in the Commission’s processing of such reports and tabulating such information, the manner in which the Commission uses such information, and the steps the Commission has taken and the progress it has made toward requiring such reports to be filed and such information to be made available to the public in machine language;
(G)
information concerning (i) the effects its rules and regulations are having on the viability of small brokers and dealers; (ii) its attempts to reduce any unnecessary reporting burden on such brokers and dealers; and (iii) its efforts to help to assure the continued participation of small brokers and dealers in the United States securities markets;
(H)
section 552 of title 5 a statement detailing its administration of the Freedom of Information Act, , including a copy of the report filed pursuant to subsection (d) of such section; and
(I)
the steps that have been taken and the progress that has been made in promoting the timely public dissemination and availability for analytical purposes (on a fair, reasonable, and nondiscriminatory basis) of information concerning government securities transactions and quotations, and its recommendations, if any, for legislation to assure timely dissemination of (i) information on transactions in regularly traded government securities sufficient to permit the determination of the prevailing market price for such securities, and (ii) reports of the highest published bids and lowest published offers for government securities (including the size at which persons are willing to trade with respect to such bids and offers).
(c)

Procedure for adjudication

section 551 of title 5The Commission, by rule, shall prescribe the procedure applicable to every case pursuant to this chapter of adjudication (as defined in ) not required to be determined on the record after notice and opportunity for hearing. Such rules shall, as a minimum, provide that prompt notice shall be given of any adverse action or final disposition and that such notice and the entry of any order shall be accompanied by a statement of written reasons.

(d)

Cease-and-desist procedures

section 78u–3 of this titlesection 77h–1 of this titlesection 80a–9(f) of this titlesection 80b–3(k) of this titleWithin 1 year after , the Commission shall establish regulations providing for the expeditious conduct of hearings and rendering of decisions under , , , and .

June 6, 1934, ch. 40448 Stat. 901Aug. 23, 1935, ch. 614, § 203(a)49 Stat. 704May 27, 1936, ch. 462, § 849 Stat. 1379Pub. L. 88–467, § 1078 Stat. 580Pub. L. 94–29, § 1889 Stat. 155Pub. L. 99–571, title I, § 102(j)100 Stat. 3220Pub. L. 100–181, title III101 Stat. 1259Pub. L. 101–429, title II, § 204104 Stat. 940Pub. L. 103–202, title I, § 107107 Stat. 2351Pub. L. 109–351, title IV, § 401(a)(3)120 Stat. 1973Pub. L. 111–203, title III, § 376(4)124 Stat. 1569(, title I, § 23, ; , ; , ; , , ; , , ; , , ; , §§ 324, 325, , ; , , ; , , ; , , ; , , .)

Editorial Notes

References in Text

section 78a of this titleThis chapter, referred to in subsecs. (a) to (c), was in the original “this title”. See References in Text note set out under .

Amendments

Pub. L. 111–2032010—Subsec. (b)(1). struck out “, other than the Office of Thrift Supervision,” before “shall each make”.

Pub. L. 109–3512006—Subsec. (b)(1). inserted “other than the Office of Thrift Supervision,” before “shall each”.

Pub. L. 103–202, § 1071993—Subsec. (b)(4)(C) to (K). , redesignated subpars. (E) to (G) and (I) to (K) as (C) to (E) and (F) to (H), respectively, added a new subpar. (I), and struck out former subpars. (C), (D), and (H). Prior to amendment, subpars. (C), (D), and (H) read as follows:

“(C) beginning in 1975 and ending in 1980, information, data, and recommendations with respect to the development of a national system for the prompt and accurate clearance and settlement of securities transactions, including a summary of the regulatory activities, operational capabilities, financial resources, and plans of self-regulatory organizations and registered transfer agents with respect thereto;

“(D) beginning in 1975 and ending in 1980, a description of the steps taken, and an evaluation of the progress made, toward the establishment of a national market system, and recommendations for further legislation it considers advisable with respect to such system;

“(H) beginning in 1975 and ending in 1980, a description of the effect the absence of any schedule or fixed rates of commissions, allowances, discounts, or other fees to be charged by members for effecting transactions on a national securities exchange is having on the maintenance of fair and orderly markets and the development of a national market system for securities;”.

Pub. L. 101–4291990—Subsec. (d). added subsec. (d).

Pub. L. 100–181, § 324(1)1987—Subsec. (a)(1). , inserted “or” before “any self-regulatory organization” in last sentence.

Pub. L. 100–181, § 324(2)section 78s(b) of this titleSubsec. (a)(3). , inserted “shall” after “,”.

Pub. L. 100–181, § 325Subsec. (b)(4)(F). , substituted “the” for “The”.

Pub. L. 99–571, § 102(j)(1)1986—Subsec. (a)(2). , (2), inserted “and the Secretary of the Treasury” in three places and “or the Secretary’s” in one place.

Pub. L. 99–571, § 102(j)(3)Subsec. (a)(3). , (4), inserted “and the Secretary” in three places and “or the Secretary” in one place.

Pub. L. 94–29section 78c(a)(34) of this title1975—Subsec. (a). designated existing provisions as par. (1), inserted references to other agencies enumerated in , regulations appropriate to implement the provisions of this chapter for which the agencies are responsible, the classification of persons, transactions, statements, applications, and reports, the prescribing of greater, lesser, or different requirements for different classifications, and the non-liability of self-regulatory organization, and added pars. (2) and (3).

Pub. L. 94–29section 78c(a)(34) of this titleSubsec. (b). designated existing provisions as par. (1), substituted “The Commission, the Board of Governors of the Federal Reserve System, and the other agencies enumerated in , shall each make an annual report to the Congress on its work for the preceding year, and shall include in each such report whatever information, data, and recommendations for further legislation it considers advisable with regard to matters within its respective jurisdiction under this chapter” for “The Commission and the Board of Governors of the Federal Reserve System, respectively, shall include in their annual reports to Congress such information, data, and recommendation for further legislation as they may deem advisable with regard to matters within their respective jurisdictions under this chapter. The Commission shall include in its annual reports to the Congress for the fiscal years ended on June 30 of 1965, 1966, and 1967 information, data, and recommendations specifically related to the operation of the amendments to this chapter made by the Securities Acts Amendments of 1964”, and added pars. (2) to (4).

Pub. L. 94–29Subsec. (c). added subsec. (c).

Pub. L. 88–4671964—Subsec. (b). required the Commission in its annual reports to Congress for fiscal years ending , 1966, and 1967, to furnish information, data, and recommendations specifically related to the operations of the amendments to the Securities Exchange Act of 1934 made by the Securities Act Amendments of 1964.

1936—Subsec. (a). Act , inserted second sentence.

Statutory Notes and Related Subsidiaries

Change of Name

Section 203(a) of act , substituted “Board of Governors of the Federal Reserve System” for “Federal Reserve Board”.

Effective Date of 2010 Amendment

Pub. L. 111–203section 351 of Pub. L. 111–203section 906 of Title 2Amendment by effective on the transfer date, see , set out as a note under , The Congress.

Effective Date of 1990 Amendment

Pub. L. 101–429Pub. L. 101–429section 77g of this titleAmendment by effective , with provisions relating to civil penalties and accounting and disgorgement, see section 1(c)(1), (2) of , set out in a note under .

Effective Date of 1986 Amendment

Pub. L. 99–571section 401 of Pub. L. 99–571oAmendment by effective 270 days after , see , set out as an Effective Date note under section 78–5 of this title.

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 .

Construction of 1993 Amendment

Pub. L. 103–202section 111 of Pub. L. 103–202oAmendment by not to be construed to govern initial issuance of any public debt obligation or to grant any authority to (or extend any authority of) the Securities and Exchange Commission, any appropriate regulatory agency, or a self-regulatory organization to prescribe any procedure, term, or condition of such initial issuance, to promulgate any rule or regulation governing such initial issuance, or to otherwise regulate in any manner such initial issuance, see , set out as a note under section 78–5 of this title.

Termination of Reporting Requirements

section 3003 of Pub. L. 104–66section 1113 of Title 31For termination, effective , of provisions of law requiring submittal to Congress of any annual, semiannual, or other regular periodic report listed in House Document No. 103–7 (in which the 2nd item on page 143, the 18th item on page 167, the 7th item on page 172, and 18th item on page 190 identify a reporting provision which, as subsequently amended, is contained in subsec. (b) of this section), see , as amended, set out as a note under , Money and Finance.

Executive Documents

Transfer of Functions

64 Stat. 1265section 78d of this titleFor transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. , 15 F.R. 3175, , set out under .