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CHAPTER 11-SECURITIES AND EXCHANGE

COMMISSION

Page

Part 200

201 202 203 210

420 537 569 576

578

211

Organization; conduct and ethics; and informa

tion and requests .....
Rules of practice..........

.......
Informal and other procedures.......
Rules relating to investigations
Form and content of and requirements for finan-

cial statements, Securities Act of 1933, Securi-
ties Exchange Act of 1934, Public Utility Hold-
ing Company Act of 1935, Investment Company
Act of 1940, and Energy Policy and Conserva-

tion Act of 1975 .......
Interpretations relating to financial reporting

matters ........
Standard instructions for filing forms under Secu-

rities Act of 1933, Securities Exchange Act of
1934 and Energy Policy and Conservation Act of

1975-Regulation S-K
General rules and regulations, Securities Act of

1933 ......
Interpretative releases relating to the Securities

Act of 1933 and general rules and regulations

thereunder.............
Forms prescribed under the Securities Act of 1933

675

229

676

230

734

231

861 864

239

PART 200—ORGANIZATION; CON

DUCT AND ETHICS; AND INFORMATION AND REQUESTS

Subpart A-Organization and Program

Management

Sec. 200.1 General statement and statutory au

thority. 200.2 Statutory functions.

Sec. 200.30-6 Delegation of authority to Re

gional Administrators. 200.30-7 Delegation of authority to Secre

tary of the Commission. 200.30-8 Delegation of authority to Direc

tor of Office of Opinions and Review. 200.30-9 Delegation of authority to hear

ing officers. 200.30-10 Delegation of authority to Chief

Administrative Law Judge. 200.30-11 Delegation of authority to Direc.

tor, Office of Applications and Reports

Services. 200.30-12 Delegation of authority to Direc

tor, Office of Consumer Affairs and In

formation Services. 200.30–13 Delegation of authority to

Comptroller. 200.30-14 Delegation of authority to the

General Counsel.

Subpart B-Disposition of Commission Business

200.40 Joint disposition of business by

Commission meeting. 200.41 Disposition of business by seriatim

Commission consideration. 200.42 Disposition of business by exercise

of authority delegated to individual Commissioner.

Subpart C—Canons of Ethics

GENERAL ORGANIZATION 200.10 The Commission. 200.11 Headquarters Office-Regional

Office relationship. 200.12 Functional responsibilities. 200.13 Executive Director. 200.13a The Secretary of the Commission. 200.13b Director of the Office of Public Af

fairs. 200.14 Office of Administrative Law

Judges. 200.15 Director of the Office of Opinions

and Review. 200.16 Executive Assistant to the Chair

man. 200.17 Chief Management Analyst. 200.18 Director of Division of Corporation

Finance. 200.19a Director of the Division of Market

Regulation. 200.19b Director of the Division of En

forcement. 200.20b Director of Division of Investment

Management. 200.20c Office of Applications and Reports

Services. 200.21 The General Counsel. 200.21a Ethics Counsel. 200.22 The Chief Accountant. 200.23a Office of the Chief Economist. 200.23b Directorate of Economic and

Policy Analysis. 200.24 Office of the Comptroller. 200.24a Office of Consumer Affairs and In

200.50 Authority. 200.51 Policy. 200.52 Copies of the Canons. 200.53 Preamble. 200.54 Constitutional obligations. 200.55 Statutory obligations. 200.56 Personal conduct. 200.57 Relationships with other members. 200.58 Maintenance of independence. 200.59 Relationship with persons subject

to regulation. 200.60 Qualification to participate in par

ticular matters. 200.61 Impressions of influence. 200.62 Ex parte communications. 200.63 Commission opinions. 200.64 Judicial review. 200.65 Legislative proposals. 200.66 Investigations. 200.67 Power to adopt rules. 200.68 Promptness. 200.69 Conduct toward parties and their

counsel. 200.70 Business promotions. 200.71 Fiduciary relationships. 200.72 Supervision of internal organiza

tion,

Subpart D-Information and Requests

formation Services. 200.25 Office of Personnel. 200.26 Office of Administrative Services. 200.26a Office of Information Systems

Management. 200.27 The Regional Administrators. 200.28 Issuance of instructions. 200.29 Rules. 200.30-1 Delegation of authority to Direc

tor of Division of Corporation Finance. 200.30-3 Delegation of authority to Direc

tor of Division of Market Regulation. 200.30-4 Delegation of authority to Direc

tor of Division of Enforcement. 200.30-5 Delegation of authority to Direc

tor of Division of Investment Management.

200.80 Commission records and informa

tion.

Sec. 200.202 Offices, and information and sub

mittals. 200.203 Organization, and delegations of

authority. 200.204 Personnel, fiscal, and service func

tions. 200.205 Effect upon existing Commission

organization, delegations, and rules.

Sec. 200.80a Appendix A-Documentary materi

als available to the public. 200.80b Appendix B-SEC releases. 200.80c Appendix C-Statutes, rules and

miscellaneous publications available

from the Government Printing Office. 200.80d Appendix D-Other publications

available from the Commission. 200.80e Appendix E-Schedule of fees for

records services. 200.80f Appendix F-Records control

schedule. 200.81 Publication of interpretative and

no-action letters and other written com

munications. 200.82 Public availability of materials filed

pursuant to $ 240.14a-8(d) and related

materials. 200.83 Confidential treatment procedures

under the Freedom of Information Act.

Subpart H-Regulations Pertaining to the Pri

vacy of Individuals and Systems of Records Maintained by the Commission

Subpart E–Regulation Regarding Equal

Employment Opportunity 200.90 General statement. 200.91 Definitions. 200.92 Designation of Employment Policy

Officer. 200.93 Duties of the Employment Policy

Officer. 200.94 Who may file. 200.95 Where to file. 200.96 Processing of complaints; time limi

tation. 200.97 Investigation. 200.98 Negotiation and settlement. 200.99 Opportunity for hearing and review. 200.100 Right to counsel. 200.101 Final decision. 200.102 Review of cases by Executive Vice

Chairman. 200.103 Report of disposition of com

plaints. 200.104 Dissemination of information.

200.301 Purpose and scope. 200.302 Definitions. 200.303 Times, places and requirements for

requests pertaining to individual records in a record system and for the identification of individuals making requests for

access to the records pertaining to them. 200.304 Disclosure of requested records. 200.305 Special procedure: Medical records. 200.306 Requests for amendment or correc

tion of records. 200.307 Review of requests for amendment

or correction. 200.308 Appeal of initial adverse agency de

termination as to access or as to amend

ment or correction. 200.309 General provisions. 200.310 Fees. 200.311 Penalties. 200.312 Specific exemptions.

Subpart 1-Regulations Pertaining to Public

Observation of Commission Meetings 200.400 Open meetings. 200.401 Definitions. 200.402 Closed meetings. 200.403 Notice of Commission meetings. 200.404 General procedure for determina

tion to close meeting. 200.405 Special procedure for determina

tion to close meeting. 200.406 Certification by the General Coun

sel. 200.407 Transcripts, minutes, and other

documents concerning closed Commis

sion meetings. 200.408 Public access to transcripts and

minutes of closed Commission meetings;

record retention. 200.409 Administrative appeals. 200.410 Miscellaneous.

Subpart F-Code of Behavior Governing Ex

Parte Communications Between Persons Outside the Commission and Decisional Employees

200.110 Purpose. 200.111 Prohibitions; application; defini

tions. 200.112 Duties of recipient; notice to par

ticipants. 200.113 Opportunity to respond; intercep

tion. 200.114 Sanctions.

Subpart 1-Classification and Declassification

of National Security Information and Material

Subpart G-Plan of Organization and Opera

tion Effective During Emergency Conditions 200.200 Purpose. 200.201 Emergency conditions, effective

date, and duration.

200.500 Purpose. 200.501 Applicability. 200.502 Definition. 200.503 Senior agency official. 200.504 Oversight Committee.

1

Subpart A-Organization and

Program Management

Sec. 200.505 Original classification. 200.506 Derivative classification. 200.507 Declassification dates on derivative

documents. 200.508 Requests for mandatory review for

declassific on. 200.509 Challenge to classification by Com

mission employees. 200.510 Access by historical researchers. 200.511 Access by former Presidential ap

pointees.

AUTHORITY: Secs. 19, 23, 48 Stat. 85, 901, as amended, sec. 20, 49 Stat. 833, sec. 319, 53 Stat. 1173, secs. 38, 211, 54 Stat. 841, 855; 15 U.S.C. 775, 78w, 790, 77sss, 80a-37, 806-11, unless otherwise noted.

SOURCE: 27 FR 12712, Dec. 22, 1962, unless otherwise noted.

Subpart K-Regulations Pertaining to the

Protection of the Environment

Sec. 200.550 Purpose. 200.551 Applicability. 200.552 NEPA planning. 200.553 Draft, final and supplemental

impact statements. 200.554 Public availability of information.

Subpart 1-[Reserved)

Subpart M-Regulation Concerning Conduct of

Members and Employees and Former Members and Employees of the Commission

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200.735-1 Purpose. 200.735-2 Policy. 200.735-3 General provisions. 200.735-4 Outside employment and activi

ties. 200.735-5 Securities transactions. 200.735-6 Action in case of personal inter

est. 200.735-7 Negotiation for employment. 200.735-8 Practice by former members and

employees of the Commission. 200.735-9 Indebtedness. 200.735-10 Miscellaneous statutory provi

sions. 200.735-11 Statement of employment and

financial interests. 200.735-12 Special Government employees. 200.735-13 Disciplinary and other remedial

action. 200.735-14 Employees on leave of absence. 200.735-15 Interpretive and advisory serv

ice. 200.735-16 Delegation. 200.735-17 Administration of the conduct

regulation. 200.735-18 Requests for waivers.

$ 200.1 General statement and statutory

authority. The Securities and Exchange Commission was created in 1934 under the Securities Exchange Act. That Act transferred to the Commission the administration of the Securities Act of 1933, formerly administered by the Federal Trade Commission. Subsequent laws assigned to the Securities and Exchange Commission for administration are: Public Utility Holding Company Act of 1935, Trust Indenture Act of 1939, Investment Company Act of 1940, and Investment Advisers Act of 1940. In addition, under the Bankruptcy Code, the Commission is a stat. utory party in cases arising under Chapters 9 and 11. Considered together, the laws administered by the Commission provided for the following.

(a) Public disclosure of pertinent facts concerning public offerings of securities and securities listed on national securities exchanges and certain securities trade in the over-the-counter markets.

(b) Enforcement of disclosure requirements in the soliciting of proxies for meetings of security holders by companies whose securities are registered pursuant to section 12 of the Securities Exchange Act of 1934, public utility holding companies, and their subsidiaries and investment companies.

(c) Regulation of the trading in securities on national securities exchanges and in the over-the-counter markets.

(d) Investigation of securities frauds, manipulations, and other violations, and the imposition and enforcement of legal sanctions therefor.

(e) Registration, and the regulation of certain activities, of brokers, dealers and investment advisers.

Subpart N-Commission Information Collection

Requirements Under the Paperwork Reduction Act: OMB Control Numbers and Expiration Dates

200.800 OMB control numbers assigned

pursuant to the Paperwork Reduction Act.

(f) Supervision of the activities of mutual funds and other investment companies.

(g) Administration of statutory standards governing protective and other provisions of trust indentures under which debt securities are sold to the public.

(h) Regulation of the purchase and sale of securities, utility properties, and other assets by registered public utility holding companies and their electric and gas utility subsidiaries; enforcement of statutory standards for public utility holding company system simplification and integration; and approval of their reorganization, mergers and consolidations.

(i) Protection of the interests of public investors involved in bankruptcy reorganization cases and in bankruptcy cases involving the adjustment of debts of a municipality.

(j) Administrative sanctions, injunctive remedies and criminal prosecution. There are also private rights of action for investors injured by violations of the Acts. (15 U.S.C. 78d-1, 78d-2; 11 U.S.C. 901, 1109(a)) (27 FR 12712, Dec. 22, 1962, as amended at 43 FR 13375, Mar. 30, 1978; 49 FR 12684, Mar. 30, 1984)

ed after a hearing if the statement contains material misstatements or omissions, thus barring sale of the securities until it is appropriately amended. Registration is not a finding by the Commission as to the accuracy of the facts disclosed; and it is unlawful so to represent. Moreover, registration of securities does not imply approval of the issue by the Commission or insure investors against loss in their purchase, but serves rather to provide information upon which investors may make an informed and realistic evaluation of the worth of the securities.

(2) Persons responsible for filing false information with the Commission subject themselves to the risk of fine or imprisonment or both; and the issuing company, its directors, officers, and the underwriters and dealers and others may be liable in damages to purchasers of registered securities if the disclosures in the registration statements and prospectus are materially defective. Also the statute contains antifraud provisions which apply generally to the sale of securities, whether or not registered.

(b) Securities Exchange Act of 1934. This Act requires the filing of registration applications and annual and other reports with national securities exchanges and the Commission, by companies whose securities are listed upon the exchanges. Annual and other reports must be filed also by certain companies whose securities are traded in the over-the-counter markets. These must contain financial and other data prescribed by the Commission for the information of investors. Material misstatements or omissions are grounds for suspension or withdrawal of the security from exchange trading. This Act makes unlawful solicitations of proxies, authorizations or consents from holders of listed securities in contravention of rules prescribed by the Commission. These rules provide for disclosures to securities holders of information relevant to the matters which are the subject of solicitations. The Act also requires disclosure of the holdings and the transactions by officers, directors and large (10%) holders of equity securities of companies having such securities listed

national securities ex

$ 200.2 Statutory functions.

Following are brief descriptions of the Commission's functions under each of the statutes it administers:

(a) Securities Act of 1933. (1) Issuers of securities making public offerings for sale in interstate commerce or through the mails, directly or by others on their behalf, are required to file with the Commission registration statements containing financial and other pertinent data about the issuer and the offering. A similar requirement is provided with respect to such public offerings on behalf of a control. ling person of the issuer. Unless a registration statement is in effect with respect to such securities, it is unlawful to sell the securities in interstate commerce or through the mails. (There are certain limited exemptions, such as government securities, non-public offerings, and intrastate offerings.) The effectiveness of a registration statement may be refused or suspend

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