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CHAPTER 11-SECURITIES AND EXCHANGE
201 202 203 210
420 537 569 576
Organization; conduct and ethics; and informa
tion and requests .....
cial statements, Securities Act of 1933, Securi-
tion Act of 1975 .......
rities Act of 1933, Securities Exchange Act of
Act of 1933 and general rules and regulations
PART 200—ORGANIZATION; CON
DUCT AND ETHICS; AND INFORMATION AND REQUESTS
Subpart A-Organization and Program
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
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
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
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.
Subpart A-Organization and
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
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 M-Regulation Concerning Conduct of
Members and Employees and Former Members and Employees of the Commission
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