§77eee Securities required to be registered under Securities Act

Summary

Registration statements for certain securities must include enough information for the SEC to decide whether the trustee named in the indenture (the contract that backs the security) is allowed to serve, plus a short analysis of key indenture rules. That analysis must cover how a default is defined and when holders are told, how the securities are authenticated and paid for and how the money is used, how property tied to the indenture can be released or replaced, how the indenture can be paid off and ended, and what proof the issuer must give the trustee about following the indenture. The SEC must refuse to let the registration go into effect before the effective date if the security was not issued under an indenture or if the trustee is not eligible. For securities that can be sold later under the 1933 Act, the issuer can file an application to let the SEC check trustee eligibility; the SEC can refuse that application only after notice and a hearing. If the SEC orders a refusal, the issuer must appoint an eligible trustee within 5 calendar days. If no refusal is issued, the application becomes effective on the 10th day after filing (or sooner if the SEC decides). The prospectus must include the same written analysis the registration contains, and the SEC can add its own extra analysis if it thinks that is needed after notice and, if asked, a hearing. Certain civil-liability rules in the Securities Act and related provisions do not apply to statements or omissions in these required analyses.