XII. Selected correspondence and materials, etc.—Continued 9. Correspondence between Ralph Nader and the Page (a) Letter dated Sept. 7, 1972, from Ralph 3671 3671 10. Correspondence between Mark Frederiksen and (b) Letter dated Sept. 11, 1972, from Mr. 3672 3674 92-578 O-733(2B) (a) Request for identifiable record, dated (b) Letter (undated) from Max Medley, direc- 11. Minutes of BACFR Panel on Price Commission 3674 3675 3676 APPENDIX VII CORRESPONDENCE AND MATERIALS CONCERNING THE SECURITIES AND EXCHANGE COMMISSION'S COLLECTION, DISCLOSURE, AND WITHHOLDING OF CORPORATE INFORMATION NOTE. For additional materials on the Securities and Exchange Commission, see, in these hearings: appendix VII in part 1A (pages 757-867), appendix IV in part 2A (Ralph Nader's exhibits numbered 7, 21 (b) and (c) and 23 (g) through (j)), and appendixes VI-E-1(g), VI-F and VI-H in part 2A. See tables of contents of appendixes in respective volumes for descriptions or titles of the material.-Committee editor. A. BASIC STATUTORY POWERS OF THE COMMISSION: EXCERPTS FROM THE SECURITIES ACT OF 1933, THE TRUST INDENTURE ACT OF 1939, THE SECURITIES EXCHANGE ACT OF 1934, AND THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 1. Section 7 of the Securities Act of 1933, 15 U.S.C.A. 77g, with Historical Note § 77g. Information required in registration statement The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of section 77aa of this title, and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of section 77aa of this title; except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is other wise required to be included within the registration statement. If any account, engineer, or appi aiser, or any person whose profession gives authority to a statement made by h m, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as having prepared or certified such report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement unless the Commission dispenses with such filing as impracticable or as involving undue hardship on the person filing the registration statement. Any such registration statement shall contain such other information, and be accompanied by such other documents, as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors. May 27, 1933, c. 38, Title I, § 7, 48 Stat. 78. HISTORICAL NOTE Transfer of Functions.-All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265 set out as a note under section 78d of this title. Section 10 of the Securities Act of 1933, 15 U.S.C.A. 77j, with Historical Note § 77j. Information required in prospectus (a) Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e) of this section (1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A of section 77aa of this title; (2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and ( 14) of schedule B of section 77aa of this title; (3) notwithstanding the provisions of paragraphs (1) and (2) of this subsection when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense; (4) there may be omitted from any prospectus any of the information required under this subsection which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors. (b) In addition to the prospectus permitted or required in subsection (a) of this section, the Commission shall by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors permit the use of a prospectus for the purposes of subsection (b) (1) of section 77e of this title which omits in part or summarizes information in the prospectus specified in subsection (a) of this section. A prospectus permitted under this subsection shall, except to the extent the Commission by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors otherwise provides, be filed as part of the registration statement but shall not be deemed a part of such registration statement for the purposes of section 77k of this title. The Commission may at any time issue an order preventing or suspending the use of a prospectus permitted under this subsection, if it has reason to believe that such prospectus has not been filed (if required to be filed as part of the registration statement) or includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such prospectus is or is to be used, not misleading. Upon issuance of an order under this subsection, the Commission shall give notice of the issuance of such order and opportunity for hearing by personal service or the sending of confirmed telegraphic notice. The Commission shall vacate or modify the order at any time for good cause or if such prospectus has been filed or amended in accordance with such order. (c) Any prospectus shall contain such other information as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors. (d) In the exercise of its powers under subsections (a), (b), or (c) of this section, the Commission shall have authority to classify prospectuses according to the nature and circumstances of their use or the nature of the security, issue, issuer, or otherwise, and, by rules and regulations and subject to such terms and conditions as it shall specify therein, to prescribe as to each class the form and contents which it may find appropriate and consistent with the public interest and the protection of investors. (e) The statements or information required to be included in a prospectus by or under authority of subsections (a), (b), (c), or (d) of this section, when written, shall be placed in a conspicuous part of the prospectus and, except as otherwise permitted by rules or regulations, in type as large as that used generally in the body of the prospectus. (f) In any case where a prospectus consists of a radio or television broadcast, copies thereof shall be filed with the Commission under such rules and regulations as it shall prescribe. The Commission may by rules and regulations require the filing with it of forms and prospectuses used in connection with the offer or sale of securities registered under this subchapter. May 27, 1933, c. 38, Title I, § 10, 48 Stat. 81; June 6, 1934, c. 404, § 205, 48 Stat. 906; Aug. 10, 1954, c. 667, Title I, § 8, 68 Stat. 685. HISTORICAL NOTE 1954 Amendment.—Act Aug. 10, 1954, complemented changes in section 77e of this title by Act Aug. 10, 1954, permitted offering activities in the waiting period and in so doing rearranged the sequence of the subsections, added the new material contained in subsec. (b) and renumbered subsecs. (c) and (d) as (e) and (f), respectively. 1934 Amendment.—Subsec. (b) (1). Act June 6, 1934, amended subsec. (b)(1). Effective Date of 1954 Amendment.-Amendment of section by Act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under section 77b of this title. Transfer of Functions.-All executive and administrative functions of the Securities and Exchange Commission were, with certain exceptions, transferred to the Chairman of such Commission, with authority vested in him to authorize their performance by any officer, employee, or administrative unit under his jurisdiction, by 1950 Reorg. Plan No. 10, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out as a note under section 78d of this title. Legislative History. For legislative history and purpose of Act Aug. 10, 1954, see 1954 U.S. Code Cong. and Adm. News, p. 2973. 3. Section 19 of the Securities Act of 1933, 15 U.S.C.A. 778, with Historical Note § 77s. Special powers of Commission (a) The Commission shall have authority from time to time to make, amend, and rescind such rules and regulations as may be necessary to carry out the provisions of this subchapter, including rules and regulations governing registration statements and prospectuses for various classes of securities and issuers, and defining accounting, technical, and trade terms used in this subchapter. Among other things, the Commission shall have authority, for the purposes of this subchapter, to prescribe the form or forms in which required information shall be set forth, the items or details to be shown in the balance sheet and earning statement, and the methods to be followed in the preparation of accounts, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and nonrecurring income, in the differentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of consolidated balance sheets or income accounts of any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer; but insofar as they relate to any common carrier subject to the provisions of section 20 of Title 49, the rules and regulations of the Commission with respect to accounts shall not be inconsistent with the requirements imposed by the Interstate Commerce Commission under authority of such section. The rules and regulations of the Commission shall be effective upon publication in the manner which the Commission shall prescribe. No provision of this subchapter imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the Commission, notwithstanding that such rule or regulation may, after such act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason. (b) For the purpose of all investigations which, in the opinion of the Commission, are necessary and proper for the enforcement of this subchapter, any member of the Commission or any officer or officers designated by it are empowered to administer oaths and affirmations, subpena witnesses, take evidence, and require the production of any books, papers, or other documents which the Commission deems relevant or material to the inquiry. Such attendance of witnesses and the production of such documentary evidence may be required from any place in the United States or any Territory at any designated place of hearing. May 27, 1933, c. 38, Title I, § 19, 48 Stat. 85; June 6, 1934, c. 404, § 209, 48 Stat. 908. |