Imágenes de páginas
PDF
EPUB

issues are involved. Registrants or others interested may also request the Chief Accountant to review accounting interpretations made in the divisions. General questions should be presented to the Chief Accountant.

§ 200.8 Corporation Finance Division. (a) This Division has certain duties and responsibilities in connection with the Commission's administration and enforcement of the provisions of the Securities Act of 1933, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the registration, reporting, proxy and certain fraud provisions of the Securities Exchange Act of 1934 (exclusive of all provisions relating specifically to brokers and dealers and national securities exchanges and associations), and the provisions of the Public Utility Holding Company Act of 1935 relating to certain proxies, ownership reports and the prohibition against certain political contributions; and in connection with the Commission's advisory functions under Chapter X of the National Bankruptcy Act.

(b) Office of the Director. Supervision of all activities of the Division rests in the Director. His office includes an Associate Director, Special Advisers to the Director on certain phases of the Division's work such as reorganization matters under Chapter X of the National Bankruptcy Act and the promulgation of forms and regulations, and a Records and Statistics Section which assigns all incoming material for examination, maintains a central record system, collates and tabulates data for Commission publication, and furnishes statistical data to regional offices and other government agencies.

Directly under the Office of the Director are the Assistant Directors, the Office of Chief Counsel, and the Office of Assistant Chief Accountant.

(c) Examining Staff. This staff is responsible for the examination of and initial action upon registration statements, prospectuses, offering sheets, proxy statements, periodic and ownership reports, applications for qualification of indentures, requests for confidential treatment, and other documents filed with the Commission, and also the various documents filed, and plans and proposals arising, in court proceedings under Chapter X of the National Bankruptcy Act in which the Commission is interested. Members of this staff also

represent the Division in administrative proceedings arising in connection with the work of the Division.

There are a number of Examining Sections, the work of which is under the supervision and review of the Assistant Directors. Each section consists of a Section Chief, accountants, attorneys and corporation analysts.

In addition, there are the following special sections which are charged with certain exclusive examining functions as well as duties in connection with the work of the Examining Sections: A Mines Section, headed by an engineer; an Oil and Gas Section, which is headed by a Petroleum Engineer and includes petroleum geologists and attorneys, and which receives and processes filings pursuant to Regulations B and B-T (17 CFR, 230.306 et seq. and 230.360 et seq.) promulgated under section 3 (b) of the Securities Act; and an Ownership Reports Section.

In addition, a Registration Unit, headed by a chief and including accountants, attorneys and corporation analysts, is maintained in the Commission's regional office at San Francisco.

Inquiries as to the required form and contents of registration statements, reports and other filings may be addressed to the Director of the Division, the Associate Director, or an Assistant Director if he has handled previous filings of the registrant or applicant.

(d) Office of Chief Counsel. To the extent that the functions of this Division are involved: The Chief Counsel is responsible for the investigation of complaints and alleged violations of law, has primary responsibility for trial court litigation, and assists the Solicitor in appellate and amicus curiae litigation and in criminal reference activities. He acts in a consulting capacity to other sections of the Division and to the Commission on legal problems such as matters of statutory interpretation and is responsible for the supervision of the investigatory activities of the regional offices, as well as for the review of the legal opinions expressed by those offices.

The Office of Chief Counsel is divided into a Litigation and Enforcement Section and an Interpretative Section. Each section is headed by a Special Counsel and includes attorneys, and the Litigation and Enforcement Section, in addition, has securities investigators.

The Litigation and Enforcement Section contains a Securities Violation Unit which compiles data relating to viola- · tions of securities laws, aids Federal and state agencies in the identification and apprehension of violators, and issues to a carefully restricted list a monthly Securities Violation Bulletin. The Interpretative Section contains a special unit which reviews the material filed in the regional offices pursuant to Regulations A and A-M (17 CFR 230.220 et seq. and 17 CFR, 1945 Supp. 230.240) promulgated under section 3 (b) of the Securities Act of 1933.

The Chief Counsel renders advice to members of the public on inquiries relating to the interpretation and application of statutes which are under the cognizance of this Division. Inquiries on such matters, as well as complaints relating to alleged violations, should be directed to this office.

(e) Office of Assistant Chief Accountant. Under the supervision of the Chief Accountant, the Office of Assistant Chief Accountant is directly responsible for and supervises the accounting work of the examining staff and the Registration Unit in the San Francisco Regional Office. The Office of the Assistant Chief Accountant acts in a consulting capacity and renders assistance to other sections and officers of the Division.

Inquiries of an accounting nature relating to the work of the Division should be directed to this office.

$ 200.9 Trading and Exchange Division. (a) This Division has certain duties and responsibilities in connection with the Commission's administration and enforcement of the provisions of the Securities Exchange Act of 1934 relating to registration and regulation of national securities exchanges, including trading on these exchanges, and registration and regulation of over-thecounter brokers and dealers and national securities associations. This Division's duties and responsibilities extend also to the Investment Advisers Act of 1940.

(b) This Division is headed by a Director who has supervision over all activities of the Division. There are several Assistant Directors, each of whom is in charge of a number of sections, as well as the Office of Chief Counsel, and the Office of Assistant Chief Accountant.

(c) Exchange Registration and Regulation Section. This section, composed of analysts, is responsible for the examination of and initial action upon registration statements and amendments thereto filed by national securities exchanges and for the review of their rules.

(d) Broker-Dealer and Investment Adviser Registration Section. This section, composed of examiners, is responsible for the examination of and initial action upon applications for registration and periodic reports filed by brokers and dealers and investment advis

ers.

Enforcement

(e) Over-the-Counter Section. This section, composed of attorneys and accountants, has general direction over all investigations of alleged violations by over-the-counter brokers and dealers and investment advisers. Members of this section, or of the regional offices, acting under this section's supervision, represent the division in administrative proceedings before the Commission relating to such violations.

(f) Stabilization and Manipulation Section. This section studies the market prices of securities and investigates market manipulations and possible violations of the Commission's stabilization regulations.

(g) Market and Industry Analysis Section. This section prepares a series of reports entitled "The Survey of American Listed Corporations," which sets forth financial data concerning corporations that file reports with the Commission and also conducts special statistical studies in securities transactions.

(h) Research Section. This section prepares statistics on new issues of securities and special studies in the field of capital markets.

(i) Financial' Analysis Section. This section prepares quarterly data on the volume and composition of individual and corporate savings and the sources and uses of corporate funds, including an analysis of the working capital position and capital expenditures of corporations.

(j) One of the Assistant Directors, with the assistance of a special consultant, is responsible for the examination of and initial action upon registration statements and amendments thereto filed by national securities associations of overthe-counter brokers and dealers, the review of their rules, and the performance

of other functions related to such associations.

Inquiries relating to the work of the aforementioned sections may be directed to the Director of the Division.

(k) Office of Chief Counsel. The Chief Counsel has primary responsibility for trial court litigation and assists the Solicitor in appellate and amicus curiae litigation and in criminal reference activities pertaining to the work of the Division. He also represents the Division in administrative proceedings and is responsible for the investigation of complaints and alleged violations of law, except those proceedings and investigations involving registered broker-dealers, investment advisers and national securities associations; in the latter proceedings and investigations, which are the direct responsibility of one of the Assistant Directors, the Chief Counsel acts in an advisory capacity. The Chief Counsel is responsible for the drafting of rules and regulations and advises the Commission, the Director and Assistant Directors of the Division, and other offices of the Commission on legal problems relating to the work of the Division. In that field he also reviews the legal opinions expressed by the regional offices.

This office is composed of the Chief Counsel, a Special Counsel, and staff attorneys.

The Office of the Chief Counsel renders advice to members of the public on inquiries relating to the interpretation and application of the statutes, rules and regulations which are under the jurisdiction of the Division. Inquiries on such matters should be directed to this office.

(1) Office of Assistant Chief Accountant. Under the supervision of the Chief Accountant, the Assistant Chief Accountant is directly responsible for and supervises the accounting work of the Division.

Inquiries of an accounting nature relating to the work of the Division should be directed to the Assistant Chief Accountant.

$ 200.10 Public Utilities Division. (a) This Division has certain duties and responsibilities in connection with the Commission's administration and enforcement of the provisions of the Public Utility Holding Company Act of 1935, except those provisions relating to certain proxies, ownership reports and political contributions.

(b) Office of the Director. The Director supervises all activities of the Division. His office includes an Associate Director.

Under the Office of the Director are the Assistant Directors in charge of the examining staff, the Office of Chief Counsel, the Office of Assistant Chief Accountant, and the Engineering and Special Studies Sections.

(c) Examining staff. This staff is responsible for the examination of and initial action upon registration statements, applications, declarations and other documents filed with the Commission pursuant to the Public Utility Holding Company Act of 1935. Members of the staff represent the Division in administrative proceedings before the Commission.

There are a number of examining sections, the work of which is under the direct supervision of the Assistant Directors. Each of these sections, which has assigned to it a number of holding company systems, is headed by a Section Chief and includes accountants, attorneys, and financial analysts.

Inquiries as to a holding company or its subsidiaries may be directed to the Director or the Assistant Director to whom the holding company system has been assigned.

(d) Office of Chief Counsel. To the extent that the functions of the divisions are involved, the Chief Counsel has primary responsibility for trial court litigation and assists the Solicitor in appellate and amicus curiae litigation. The Chief Counsel consults with and advises the Commission and also other officers and sections of the Division on legal problems. He is also responsible for the drafting of rules and regulations.

This office consists of the Chief Counsel, Special Counsel, and staff attorneys.

The Chief Counsel renders advice to members of the public on procedural and legal aspects of the Division's work. Inquiries on such subjects should be directed to this office.

(e) Office of Assistant Chief Accountant. Under the supervision of the Chief Accountant, the Assistant Chief Accountant is directly responsible for and supervises the accounting work in the examining sections of the Division. This office acts in a consulting capacity and renders assistance to the examining staff

and officers of the Division. This office has an Original Cost Study Section. Inquiries of an accounting nature relating to the work of the Division should be directed to this office.

(f) Engineering and Special Studies. There are an Engineering Section, composed of a staff of engineers and accountants, and a Special Studies Section, composed of accountants and analysts. These sections are assigned special problems of research relating to the work of the Division.

§ 200.11 Administrative Division. This Division, headed by a Director, is responsible for the administrative, clerical and other business management activities of the Commission and has custody of the dockets and files of the Commission.

§ 200.12 Personnel Office. This office, headed by the Director of Personnel, is responsible for all personnel administration and management functions.

$ 200.13 Budget and Fiscal Office. This office, headed by the Budget and Fiscal Officer, is responsible for the preparation and justification of the Commission's budget estimates and for all fiscal matters.

§ 200.14 Regional offices. (a) The administration of the statutes over which the Commission has jurisdiction (with the exception of those provisions of the Public Utility Holding Company Act which are effectuated by the Public Utilities Division) is expedited through the maintenance of 10 regional offices located in the principal cities of the country. A list of these offices and the zones assigned to each is set forth in paragraph (e) of this section. The operation of the regional offices is directed, supervised and reviewed by the central office divisions.

(b) The regional offices advise on the requirements of the acts (with the exception noted above) and render interpretative opinions, except that where novel questions are presented they are referred directly to the central office. They conduct preliminary investigations of alleged statutory violations and investigations formally ordered by the Commission. They also conduct periodic inspections of the books and records and methods of doing business of all registered brokers and dealers and investment advisers within their respective regions. Under the supervision of the ap

propriate legal officer of the central office the regional offices generally represent the Commission in connection with litigation pending in the trial courts, as well as in certain types of administrative proceedings, and follow closely reorganization proceedings under Chapter X of the Bankruptcy Act in which the Commission is interested, and with respect to such proceedings appear in court, participate in conferences and submit recommendations to the Corporation Finance Division.

(c) The regional offices receive and initially review certain conditional exemption filings, namely, filings under Regulation A (17 CFR, 230.220 et seq.) and under Regulation A-M (17 CFR, 1945 Supp., 230.240). As will be noted under $ 200.15 (b), the regional offices in Cleveland and San Francisco are also authorized to accept the filing of certain registration statements under the Securities Act of 1933 and certain applications for qualification of indentures under the Trust Indenture Act of 1939. The examination and processing of registration statements and applications for qualification of indentures filed in the San Francisco Regional Office are conducted by that office under the direction of the central office, whereas those filed in the Cleveland Regional Office are forwarded to the central office to be examined and processed.

(d) Each regional office is headed by a Regional Administrator, who is responsible to the Commission, and is staffed with such attorneys, accountants, and investigators as are required to execute the functions of the office. In addition, the regional offices at New York City and Chicago, each have an Assistant Regional Administrator, and the New York office has a Reorganization Unit headed by a Special Counsel.

(e) Regional and Branch offices.
(1) Regional offices.

Zone 1. New York, New Jersey, and Pennsylvania. Regional office-Room 2006, Equitable Building, 120 Broadway, New York 5, N. Y.

Zone 2. Massachusetts, Connecticut, Rhode Island, Vermont, New Hampshire, and Maine. Regional office-Post Office Square Building, 79 Milk Street, Boston 9, Mass.

Zone 3. Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and the portion of Louisiana east of the Atchafalaya River. Regional office-Room 415, Palmer Building, Forsyth and Marietta Streets, Atlanta 3, Ga.

Zone 4. Ohio, Michigan, Indiana, and Kentucky. Regional office-Room 1608, Standard Building, 1370 Ontario Street, Cleveland 13, Ohio.

Zone 5. Minnesota, Wisconsin, Iowa, Illinois, Missouri, and Kansas City, Kans. Regional office-Room 630, Bankers Building, 105 West Adams Street, Chicago 3, Ill.

Zone 6. Oklahoma, Arkansas, Texas, Kansas (with the exception of Kansas City), and the portion of Louisiana west of the Atchafalaya River. Regional office-Room 103, United States Courthouse, Tenth and Lamar Streets, Fort Worth 2, Tex.

Zone 7. Wyoming, Colorado, New Mexico, Nebraska, North Dakota, South Dakota, and Utah. Regional office-Room 822, Midland Savings Building, 444 Seventeenth Street, Denver 2, Colo.

Zone 8. California, Nevada, Arizona, and Hawaii. Regional office-Room 1301, 625 Market Street, San Francisco 5, Calif.

Zone 9. Washington, Oregon, Idaho, Montana, and Alaska. Regional office-Room 810, 1411 Fourth Avenue, Seattle 1, Wash.

Zone 10. Virginia, West Virginia, Maryland, Delaware, and District of Columbia. Regional office-Room 2410, O'Sullivan Building, Baltimore 2, Md.

Washington, D. C., Liaison Office. Twelfth floor, Tower Building, Fourteenth and K Streets NW., Washington 25, D. C.

(2) Branch offices.

In addition, the Commission maintains the branch offices set forth below, which are generally under the supervision of the regional office for the zone in which the branch office is located. These offices are maintained primarily to assist the Commission in its investigative activities. In addition, the Los Angeles office offers generally assistance similar to that afforded by the regional offices and the Tulsa office renders advice in connection with problems relating to oil and gas securities.

Room 1074, Federal Building, Detroit 26, Mich.

Room 1006, United States Courthouse and Customs House, 1114 Market Street, St. Louis 1, Mo.

Room 500, Pioneer Building, Fourth and Roberts Streets, St. Paul 1, Minn.

Room 1737, United States Post Office and Courthouse, 312 North Spring Street, Los Angeles 12, Calif.

Room 621, Wright Building, 115 West Third Street, Tulsa 3, Okla.

$ 200.15 Information, requests, and submittals-(a) Information and requests. The officers to whom inquiries should be directed have been noted in §§ 200.3 to 200.14, inclusive. In addition, a detailed description of the various methods that may be employed to secure

advice and to consult with members of the staff on problems relating to the statutes and regulations administered by the Commission will be discussed in connection with available informal procedures described in the material published in Part 202 of this chapter.

The Commission maintains public reference rooms at its central office and in its regional offices in New York City and Chicago.

Copies of all public information on file with the Commission, contained in registration statements, applications, reports, declarations, and other public documents, are available for inspection in the public reference room at Philadelphia.

In the Commission's New York Regional Office facilities are provided for the inspection of certain public information, including applications for registration of securities on all national securities exchanges, except the New York Stock Exchange and the New York Curb Exchange (which are available at the respective exchanges), together with copies of annual reports, supplemental reports and amendments thereto, and annual reports filed pursuant to the provisions of section 15 (d) of the Securities Exchange Act of 1934.

In the Chicago Regional Office copies of applications for registration of securities on the New York Stock Exchange and the New York Curb Exchange, together with copies of all annual reports, supplemental reports and amendments thereto, are available for public inspection.

In addition, there are available in each of the Commission's regional offices copies of all prospectuses used in public offerings of securities effectively registered under the Securities Act of 1933. Duplicate copies of applications for registration of brokers or dealers transacting business on over-the-counter markets, together with supplemental statements thereto, filed under the Securities Exchange Act of 1934, and duplicate copies of applications for registration of investment advisers and supplemental statements thereto filed under the Investment Advisers Act of 1940, are available for inspection in the regional office having jurisdiction over the zone in which the registrant's principal office is located. Also, copies of letters of notification under Regulation A (17 CFR 230.220 et seq.) are available for inspection at the particular regional office where filed.

« AnteriorContinuar »