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The following digest of decisions presents a consolidated summary of the case headnotes arranged alphabetically according to topic headings. The digest is divided into five parts: * Part I, containing decisions under the Securities Act of 1933; Part II, the Securites Exchange Act of 1934; Part III, the Public Utility Holding Company Act of 1935; and Part IV, the Investment Company Act of 1940.
The case headnotes have not been carried over verbatim into this digest. To facilitate the grouping together of decisions standing for a similar proposition under a single digest heading, it has been necessary in some cases to delete from the headnotes all matter not pertinent to the general proposition for which the headnote stood, i. e., the names of companies, the principal amounts of security issues, etc. To the same end, certain case headnotes have been entirely redrafted for the digest so as to conform to a uniform statement of the general proposition. In a few instances, case headnotes, which were not considered important for the purposes of this digest, have been omitted from the digest altogether.
*During the period covered by this volume there were no opinions containing case headnotes under the Trust Indenture Act of 1939, or the Investment Advisers Act of 1940.
25 S. L. C.
SECURITIES ACT* OF 1933
Sale of Unregistered Securities Where registered broker-dealer sold and delivered after sale securities without the registration required by the Securities Act of 1933, held, willful violation of Section 5 (a) of that Act . . . Page 372 DENIAL
Where applicant for registration as broker and dealer sold and delivered after sale securities, without the registration required under the Securities Act, held willful violation of Section 5 (a) of the Securities Act of 1933 . . . Page 208
Security Assignments of oil and gas leases sold with an undertaking by the seller to drill a well constitute "investment contracts" and are therefore "securities" under Section 2 (1) of the Securities Act of 1933 . . . Page 372
STOP ORDER PROCEEDINGS
MISSTATEMENTS AND OMISSIONS
Where numerous omissions, inaccuracies and inconsistencies were found in various items in the registration statement as well as in the prospectus and other material required to be filed, concerning, among other things, the control of registrant, the business and property of registrant and subsidiaries, its capital stock, the underwriting and distribution of the securities registered, the acquisitions of various properties, remuneration of officers, principal holdings of securities, interest of affiliates in property acquired, and recent sales of securities, held the registration statement, as a whole, is materially misleading by reason of omissions of material fact and material misstatements and a stop order must issue ... Page 334
Where registered broker-dealer misrepresented the results and prospects of a test oil well, held, willful violation of Section 17 (a) of the Securities Act of 1933 and Sections 10 (b) and 15 (c) (1) of the Securities Exchange Act of 1934 and rules under latter statute . . . Page 372 CONSIDERATION OF AMENDMENTS FILED IN COURSE OF PROCEEDING
Where numerous material deficiencies are found to exist in financial statements included in a registration statement which has been on file for a considerable
*The term "Act" as used in Part I of this Digest refers to the Securities Act of 1933. 25 8. I. C.
period of time and where revised financial statements were filed during the
The institution of a stop order proceeding under Section 8 (d) has the effect
Where, after correction by amendment of deficiencies in financial statements
25 8. I. C.
SECURITIES EXCHANGE ACT* OF 1934
BROKER-DEALER REGISTRATION FAILURE TO REGISTER AS BROKER-DEALER
Where broker-dealer engaged in interstate transactions in securities without registering with this Commission, held, willful violation of Section 15 (a) of the Securities Exchange Act of 1934 ... Page 208 GROUNDS FOR REVOCATION
Proceeding to revoke registration of broker-dealer dismissed where evidence fails to establish that broker-dealer participated in or caused a soliciting group to omit from proxy solicitation material filed with this Commission material facts required to be disclosed by Regulation X-14 . . . Page 492
Where registered broker-dealer willfully violated provisions of Securities Exchange Act of 1934 and Rule promulgated thereunder by failing to file required reports of financial condition, held that it is in the public interest to revoke such registration as broker-dealer ... Page 35 WILLFUL VIOLATION OF RULE
Where registered broker-dealer, despite communications from Commission referring to requirement of Rule calling for filing of financial reports and requesting that he file such reports, failed to file, held his failure under the circumstances constituted "willful” violation of Rule within the meaning of Section 15 (b) of the Securities Exchange Act of 1934, notwithstanding asserted belief that the existence of a temporary injunction against him precluded his filing such reports ... Page 32 FAILURE TO DISCLOSE MARKET CONTROL
Where applicant for registration as a broker and dealer sold securities to customers of the firm employing him without disclosing his control of the market in such securities, held, willful violation of Section 17 (a) of the Securities Act of 1933, Sections 10 (b) and 15 (c) (1) of the Securities Exchange Act of 1934 and rules thereunder ... Page 208 PRACTICE AND PROCEDURE
Certification of Record on Petition for Review In certifying corrected transcript of record pursuant to remand of reviewing court, held index to transcript, prepared by record officer of the Commission after Commission's decision and after the filing of a petition for review, erroneously listing certain exhibits as having been received "for identification only” but in fact received in evidence, was not a part of the record upon which Commission's order was based.
*The term "Act" as used in Part II of this Digest refers to Securities Exchange Act of 1934.
25 S. E. C.