changes 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 on a national securities exchange. The Act also provides for registration with the Commission and for regulation by the Commission of national securities exchanges, brokers and dealers engaged in an over-thecounter securities business, and national associations of such dealers. It gives the Commission rule making power with respect to short sales, stabilizing, floor trading, activities of specialists and odd-lot dealers, and such matters as excessive trading by the exchange members. The Act empowers the Board of Governors of the Federal Reserve System to prescribe minimum margin requirements with respect to listed securities.

(c) Public Utility Holding Company Act of 1935. This Act provides for regulation by the Commission of the purchase and sale of securities, properties, and other assets by companies comprised within electric and gas utility holding company systems, their intrasystem transactions and service and management arrangements. It further provides for limitation of system operations to physically integrated and coordinated properties, and simplification of complex corporate and capital structures and elimination of unfair distribution of voting power. The issuance and sale of securities by holding

companies and their subsidiaries, unless exempt (subject to conditions and terms which the Commission is empowered to impose) as an issue expressly authorized by the state commission in the state in which the issuer is incorporated, must be found by the Commission to meet statutory standards, namely: That the new security is reasonably adapted to the security structure and earning power of the issuer; that the proposed financing is necessary and appropriate to the economical and efficient operation of the company's business; that the consideration received, and fees, commissions, and other remuneration paid are fair; and that the terms and conditions of the sale are not detrimental to investors, consumers, or the public. The purchase and sale of utility properties and other assets may not be made in contravention of rules, regulations, or orders of the Commission regarding the consideration to be received, maintenance of competitive conditions, fees and commissions, accounts, disclosure of interest, and similar matters. In passing upon proposals for reorganization, merger, or consolidation, the Commission must be satisfied that the objectives of the act generally are complied with and that the terms of the proposals are fair and equitable to all classes of security holders affected.

(d) Trust Indenture Act of 1939. This Act is designed to safeguard the interests of purchasers of publicly offered debt securities issued under trust indentures through provisions requiring in such indentures the elimination of certain types of exculpatory clauses and the inclusion of certain protective provisions. The act also requires that the indenture trustee, who is a representative of the debt holders, shall be "independent" by proscribing certain relationships which might conflict with the proper exercise of his duties.

(e) Investment Company Act of 1940. This Act provides for the registration with the Commission of investment companies and subjects their activities to regulation in accordance with standards prescribed in the interests of protecting investors. Various transactions of investment companies, including transactions with affiliated interests, are prohibited unless exempt

ed by the Commission. The Commission is authorized to prepare reports to security holders on the fairness of plans of reorganization, merger or consolidation; it may institute court action to enjoin the consummation of plans considered grossly unfair to security holders, or to enjoin acts and practices of management involving gross misconduct or gross abuse of trust and to disqualify from office officials responsible therefor.

(f) Investment Advisers Act of 1940. Persons

who, for compensation, engage in the business of advising others with respect to their security transactions must register with the Commission. Their activities in the conduct of such business are subject to standards of the act which make unlawful those practices which constitute fraud or deceit and which require, among other things, disclosure of any interests they may have in transactions executed for clients. The Act grants to the Commission rule-making power with respect to fraudulent and other activities of investment advisers.

(g) Chapters 9 and 11 of the Bankruptcy Code. Chapters 9 and 11 of the Bankruptcy Code provides for Commission participation as a statutory party in reorganization cases in cases involving a judgment of debts of a municipality administered in the federal courts. Under 1109(a) of the Bankruptcy Code, the Commission "may raise and may appear and be heard on any issue in the case. .".

(11 U.S.C. 901, 1109(a))

[27 FR 12712, Dec. 22, 1962, as amended at 49 FR 12684, Mar. 30, 1984]

GENERAL ORGANIZATION

§ 200.10 The Commission.

The Commission is composed of five members, not more than three of whom may be members of the same political party. The members are appointed by the President, with the advice and consent of the Senate, for 5-year terms, one term ending each year. The Chairman is designated by the President pursuant to the provisions of section 3 of Reorganization Plan No. 10 of 1950 (3 CFR, 1949-1953 Comp., p. 1006). The Commission is assisted by a staff, which includes law

(a)(1) Division and Office Heads in the Headquarters Office (450 Fifth Street, NW., Washington, D.C. 20549) have Commission-wide responsibility to the Commission for the overall development, policy and technical guidance, and policy direction of the operating programs under their jurisdiction.

(2) Each Regional Administrator is responsible for the direction and supervision of his work force and for the execution of all programs in his region as shown in paragraph (b) of this section, in accordance with established policy.

(b) Regional Administrators of the Commission.

Region 1. New York, New Jersey-Regional Administrator, 26 Federal Plaza, New York, N.Y. 10007.

Connecticut,

Region 2. Massachusetts, Rhode Island, Vermont, New Hampshire, Maine-Regional Administrator, 150 Causeway Street, Boston, Massachusetts 02114.

Region 3. Tennessee, Virgin Islands, Puerto Rico, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and the part of Louisiana lying east of the Atchafalaya River-Regional Administrator, Suite 788, 1375 Peachtree Street, NE., Atlanta, Ga. 30309.

Region 4. Illinois, Indiana, Iowa, Kansas City (Kans.), Kentucky, Michigan, Minnesota, Missouri, Ohio, Wisconsin-Regional Administrator, Everett McKinley Dirksen Bldg., 219 South Dearborn Street, Room 1204, Chicago, Illinois 60604.

Region 5. Oklahoma, Arkansas, Texas, that part of Louisiana lying west of the Atchafalaya River, and Kansas-Regional Administrator, 8th Floor, 411 West 7th Street, Fort Worth, Texas 76102.

New

Region 6. Wyoming, Colorado, Mexico, Nebraska, North Dakota, South Dakota, Utah-Regional Administrator, Suite 700, 410 Seventeenth Street, Denver, Colorado 80202.

Region 7. California, Nevada, Arizona, Hawaii, Guam-Regional Administrator, 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California 90036-3648.

Region 8. Washington, Oregon, Idaho, Montana, Alaska-Regional Administrator,

3040 Federal Building, 915 Second Avenue, Seattle, Washington 98174.

Region 9. Pennsylvania, Maryland, Virginia, West Virginia, Delaware, District of Columbia-Regional Administrator, Ballston Centre Tower 3, 4015 Wilson Boulevard, Arlington, Virginia 22203.

(11 U.S.C. 901, 1109(a))

[27 FR 12712, Dec. 22, 1962, as amended at 28 FR 6970, July 9, 1963; 41 FR 44696, Oct. 12, 1976; 47 FR 26818, June 22, 1982; 49 FR 12684, Mar. 30, 1984; 49 FR 13679, Apr. 6, 1984]

§ 200.12 Functional responsibilities.

This section sets forth the administrative and substantive responsibilities of the Division Directors, Office Heads, Regional Administrators, and certain other Commission officers. All Commission officers and other staff members, except administrative law judges, shall perform, in addition to the duties herein set forth, such additional duties as the chairman of the Commission may assign from time to time. These officers also serve as liaison with Government and other agencies concerning matters within their respective functional responsibilities. (15 U.S.C. 77u, 78d, 78d-1) [37 FR 23826, Nov. 9, 1972]

(a) The Executive Director is vested with broad discretionary powers and executive authority to act within the general framework of basic policies established by the Chairman or the Commission to achieve maximum efficiency and economy in the Commission's total operations. This entails the development and execution of the overall management policies of the Commission for all its operating divisions and staff offices. The Executive Director also provides executive direction to, and exercises administrative control over, the Office of Equal Employment Opportunity, Office of Consumer Affairs and Information Services, Office of the Comptroller, Office of Information Systems Management, Office of Personnel, Office of Public Affairs, Office of Administrative Services, and the Office of Applications and Reports Services. In addition, the Executive Director is delegated the full range of program administration

functions for the purposes of implementing the following statutes, regulations, and Executive Orders, as well as others designated by the Chairman.

(1) Pub. L. 96-511-The Paperwork Reduction Program.

(2) 16 U.S.C. 644-The Small and Disadvantaged Business Utilization Program.

(3) Government Printing and Binding Regulations, U.S. Congress Joint Committee on Printing (1977).

(4) Executive Order 11807 and 29 CFR 1960-The Occupational Safety and Health Program.

(5) Section 2 of Public Law 97-255— The Federal Managers Financial Integrity Act of 1982.

(b) These functions include, but are not limited to, the appointment of program officials; the review and approval of program policies, procedures and regulations; the authorization and transmittal of required reports; and the assurance of appropriate resource requirements to implement the programs.

(c) The Executive Director is also delegated authority to designate certifying officers for agency payments, to prescribe procurement regulations, to enter into contracts, to designate contracting officers, and to make procurement determinations.

(15 U.S.C. 78d-1, 78d-2)

[43 FR 13375, Mar. 30, 1978, as amended at 49 FR 12684, Mar. 30, 1984; 50 FR 12239, Mar. 28, 1985]

§ 200.13a The Secretary of the Commission.

(a) The Secretary of the Commission is responsible for the preparation of the daily and weekly agendas of Commission business; the orderly and expeditious flow of business at formal Commission meetings; the maintenance of the Official Minute record of all actions of the Commission; and the service of all instruments of formal Commission action. He or she is custoIdian of the official seal of the Commission, and also has the responsibility for authenticating documents.

(b) The Secretary has been delegated responsibilities relating to the Commission's rules of practice, administrative proceedings under the Commis

sion's statutes, and other responsibilities.

(c) In addition, he or she administers the Commission's Library.

[50 FR 12239, Mar. 28, 1985]

§ 200.13b Director of the Office of Public Affairs.

The Director of the Office of Public Affairs is the chief public information officer for the Commission, and oversees activities that communicate the Commission's actions to those interested in or affected by them. His or her responsibilities include liaison with the news media, dissemination of information to the news media and to the general public, coordination and production of the Annual Report to Congress, supervision of internal and some external publications and of audio-visual presentations. Responsibilities of the Director, and of his or her staff, include special projects that may be deemed appropriate to communicate information on Commission actions.

[50 FR 12239, Mar. 28, 1985]

§ 200.14 Office of Administrative Law Judges.

(a) Hearings for the purpose of developing the evidentiary record in the Commission's administrative proceedings are conducted before its administrative law judges. They rule on the admissibility of evidence and on legal and other issues which arise during the course of such proceedings. Unless waived by the parties, an initial decision is prepared by the administrative law judge in each case containing his conclusions as to the factual and legal issues presented and an appropriate order.

(b) The Chief Administrative Law Judge performs the duties of an administrative law judge and in addition those duties delegated to him by the Commission. He is responsible for the orderly functioning of the Office of Administrative Law Judges apart from the conduct of administrative proceedings and acts as liaison between that Office and the Commission.

(15 U.S.C. 77u, 78d, 78d-1)

[37 FR 23826, Nov. 9, 1972]

§ 200.15 Director of the Office of Opinions and Review.

or

The Director of the Office of Opinions and Review is responsible for assisting members of the Commission in the preparation of the opinions of the Commission, and to the Commission for the preparation of opinions and decisions on motions and certifications of questions and rulings by administrative law judges in the course of administrative proceedings, except in cases where, pursuant to a waiver by the parties of separation of function requirements, another Division Office of the Commission's staff undertakes to prepare such Findings and Opinion, in which cases the Director may assist in such preparation. The director has joint responsibility with the General Counsel in dealing with general problems arising under the Administrative Procedure Act, including the revision or adoption of rules of practice. The Director is further responsible for the exercise of such review functions with respect to adjudicatory matters as are delegated to him or her by the Commission pursuant to 76 Stat. 394 or as may be otherwise delegated or assigned to him or her.

(Secs. 1, 2, 76 Stat. 394, 395; 15 U.S.C. 78d-1, 78d-2)

[43 FR 13375, Mar. 30, 1978]

8 200.16 Executive Assistant to the Chair

man.

The Executive Assistant to the Chairman assists the Chairman in consideration of legal, financial and economic problems encountered in the administration of the Commission's statutes. He arranges for and conducts conferences with officials of the Commission, members of the staff, and/or representatives of the public on matters arising with regard to general programs or specific matters. Acting for the Chairman, he furnishes the initiative, executive direction, and authority for staff studies and reports bearing on the Commission's administration of the laws, its relations with the public, industry, and the Congress.

§ 200.16a Director of Internal Audit.

(a) The Director of Internal Audit provides to the Chairman independent assessments of Commission operations. Organizationally a part of the Chairman's Office, the Director of Internal Audit audits Commission organizations, programs, activities and functions. The audits seek to determine whether:

(1) The program goals and results identified in enabling legislation are achieved.

(2) Resources are managed and used in an economical and efficient manner. (3) Financial operations are properly conducted.

(4) Financial reports are presented fairly.

(5) Applicable laws and regulations are complied with.

(b) The Director develops the audit universe and audit targets for review by the Chairman and tracks implementation of audit recommendations.

(c) The Director administers the Internal Control Program and provides technical assistance on internal controls to other Commission offices and divisions.

(d) With respect to government audit and internal control policies, the Director serves as liaison to other agencies, including the General Accounting Office, the Office of Management and Budget and the President's Council on Efficiency and Integrity.

[51 FR 4305, Feb. 4, 1986]

§ 200.17 Chief Management Analyst.

The Chief Management Analyst is responsible to the Executive Director for the analysis, evaluation, development, promotion of, and advice on, improvement in management policies, practices, methods, procedures and organizational structures, including: distribution and assignment of functions and responsibilities; work methods and procedures; management control systems and similar aspects of management for the purpose of improving the efficiency and effectiveness of the Commission.

(15 U.S.C. 78d-1, 78d-2)

[43 FR 13375, Mar. 30, 1978]

§ 200.18 Director of Division of Corporation Finance.

The Director of the Division of Corporation Finance is responsible to the Commission for the administration of all matters (except those pertaining to investment companies registered under the Investment Company Act of 1940) relating to establishing and requiring adherence to standards of business and financial disclosure with respect to securities being offered for public sale pursuant to the registration requirements of the Securities Act of 1933 (15 U.S.C. 77a et seq.) or the exemptions therefrom; establishing and requiring adherence to standards of reporting and disclosure with respect to securities traded on national securities exchanges or required to be registered pursuant to section 12 (g) of the Securities Exchange Act of 1934 (15 U.S.C. 781(g)) and with respect to securities whose issuers are required to file reports pursuant to section 15(d) of that Act (15 U.S.C. 78c(d)); establishing and requiring adherence to disclosure and procedural standards in the solicitation of proxies for the election of directors and other corporate actions; establishing and requiring adherence to standards of disclosure with respect to the filing of statements respecting beneficial ownership and transaction statements pursuant to sections 13 (d), (e), and (g) (15 U.S.C. 78m(d), 78m(e), and 78m(g)) of the Securities Exchange Act of 1934; administering the disclosure and substantive provisions of the Williams Act relating to tender offers; and ensuring adherence to enforcement of the standards set forth in the Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.) regarding indenture covering debt securities. Those duties shall include, with the exception of enforcement and related activities under the jurisdiction of the Division of Enforcement, the responsibility to the Commission for the administration of the disclosure requirements and other provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939, as listed below:

(a) All matters under the Securities Act of 1933 (15 U.S.C. 77a, et seq.) in