§78l Registration requirements for securities

of this subsection, referred to in subsec. (g)(1)(B), probably means the date of enactment of Pub. L. 112–106, which amended subsec. (g) of this section and was approved Apr. 5, 2012. The Agricultural Marketing Act, approved

June 15, 1929, as amended, referred to in subsec. (g)(2)(E), is act

June 15, 1929, ch. 24, 46 Stat. 11, which is classified generally to chapter 7A (§ 1141 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see section 1141j(e) of Title 12 and Tables. section 4(6) of the Securities Act of 1933, referred to in subsec. (g)(6), was redesignated section 4(a)(6) of that Act by Pub. L. 112–106, title II, § 201(b)(1), (c)(1), Apr. 5, 2012, 126 Stat. 314, and is classified to section 77d(a)(6) of this title. The Federal Deposit Insurance Act, referred to in subsec. (i), is act Sept. 21, 1950, ch. 967, § 2, 64 Stat. 873, which is classified generally to chapter 16 (§ 1811 et seq.) of Title 12, Banks and Banking. For complete classification of this Act to the Code, see

2015—Subsec. (g)(1)(B). Pub. L. 114–94, § 85001(1)(A), inserted “, a savings and loan holding company (as defined in section 1467a of title 12),” after “is a bank”. Subsec. (g)(4). Pub. L. 114–94, § 85001(1)(B), inserted “, a savings and loan holding company (as defined in section 1467a of title 12),” after “case of a bank”. 2012—Subsec. (g)(1)(A). Pub. L. 112–106, § 501, amended subpar. (A) generally. Prior to amendment, subpar. (A) read as follows: “within one hundred and twenty days after the last day of its first fiscal year ended after

July 1, 1964, on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by seven hundred and fifty or more persons; and”. Subsec. (g)(1)(B). Pub. L. 112–106, § 601(a)(1), amended subpar. (B) generally. Prior to amendment, subpar. (B) read as follows: “within one hundred and twenty days after the last day of its first fiscal year ended after two years from

July 1, 1964, on which the issuer has total assets exceeding $1,000,000 and a class of equity security (other than an exempted security) held of record by five hundred or more but less than seven hundred and fifty persons,”. Subsec. (g)(4). Pub. L. 112–106, § 601(a)(2), substituted “300 persons, or, in the case of a bank or a bank holding company, as such term is defined in section 1841 of title 12, 1,200 persons” for “three hundred”. Subsec. (g)(5). Pub. L. 112–106, § 502, which directed that subsec. (g)(5) “as amended by section 302” of Pub. L. 112–106 be amended “in subparagraph (A)” by inserting at end “For purposes of determining whether an issuer is required to register a security with the Commission pursuant to paragraph (1), the definition of ‘held of record’ shall not include securities held by persons who received the securities pursuant to an employee compensation plan in transactions exempted from the registration requirements of section 5 of the Securities Act of 1933.”, was executed by making the insertion at end of par. (5) to reflect the probable intent of Congress. section 302 of Pub. L. 112–106 did not amend this section, and subsec. (g)(5) does not contain subpars. Subsec. (g)(6). Pub. L. 112–106, § 303(a), added par. (6). 2010—Subsec. (i). Pub. L. 111–203, § 376(2)(C), substituted “and the Federal Deposit Insurance Corporation” for “the Federal Deposit Insurance Corporation, and the Office of Thrift Supervision” in second sentence. Subsec. (i)(1). Pub. L. 111–203, § 376(2)(A), inserted “and Federal savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation” after “national banks”. Subsec. (i)(3), (4). Pub. L. 111–203, § 376(2)(B), substituted “and (3) with respect to all other insured banks and State savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation, are vested in the Federal Deposit Insurance Corporation” for “(3) with respect to all other insured banks are vested in the Federal Deposit Insurance Corporation, and (4) with respect to savings associations the accounts of which are insured by the Federal Deposit Insurance Corporation are vested in the Office of Thrift Supervision”. Subsec. (k)(7). Pub. L. 111–203, § 986(a)(2), amended par. (7) generally. Prior to amendment, par. (7) contained similar provisions defining the term “emergency” and provided that, notwithstanding section 78c(a)(47) of this title, the term “securities laws” did not include the Public Utility Holding Company Act of 1935. 2004—Subsec. (g)(2)(H)(iii). Pub. L. 108–359 added cl. (iii). Subsec. (i)(1). Pub. L. 108–386 struck out “and banks operating under the Code of Law for the District of Columbia” after “national banks”. Subsec. (k)(2). Pub. L. 108–458, § 7803(b)(1), amended par. (2) generally. Prior to amendment, par. (2) provided Commission authority to make emergency orders. Subsec. (k)(6), (7). Pub. L. 108–458, § 7803(c), added pars. (6) and (7) and struck out heading and text of former par. (6). Text read as follows: “For purposes of this subsection, the term ‘emergency’ means a major market disturbance characterized by or constituting— “(A) sudden and excessive fluctuations of securities prices generally, or a substantial threat thereof, that threaten fair and orderly markets, or “(B) a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of securities, or a substantial threat thereof.” 2002—Subsec. (b)(1)(J), (K). Pub. L. 107–204, § 205(c)(1), substituted “a registered public accounting firm” for “independent public accountants”. Subsec. (i). Pub. L. 107–204, § 3(b)(4)(B), substituted “and 78p of this title, and section 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title,” for “and 78p of this title,” in two places. Pub. L. 107–204, § 3(b)(4)(A), substituted “this section and section 78j–1(m), 78m” for “this section and section 78m” in two places. 2000—Subsec. (a). Pub. L. 106–554, § 1(a)(5) [title II, § 208(b)(1)], inserted at end “The provisions of this subsection shall not apply in respect of a security futures product traded on a national securities exchange.” Subsec. (g)(5). Pub. L. 106–554, § 1(a)(5) [title II, § 208(b)(2)], inserted at end “For purposes of this subsection, a security futures product shall not be considered a class of equity security of the issuer of the securities underlying the security futures product.” Subsec. (k)(1). Pub. L. 106–554, § 1(a)(5) [title II, § 206(e)(1)], inserted at end “If the actions described in subparagraph (A) or (B) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.” Subsec. (k)(2)(B). Pub. L. 106–554, § 1(a)(5) [title II, § 206(e)(2)], inserted after first sentence “If the actions described in subparagraph (A) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.” 1995—Subsec. (g)(2)(D). Pub. L. 104–62 inserted before period at end “; or any security of a fund that is excluded from the definition of an investment company under section 80a–3(c)(10)(B) of this title”. 1994—Subsec. (f)(1), (2). Pub. L. 103–389, § 2(a), added pars. (1) and (2) and struck out former pars. (1) and (2) which related to extension of unlisted trading privileges for securities originally listed on another national exchange and approval process for application for extension of such privileges, respectively. Subsec. (f)(3). Pub. L. 103–389, § 2(b), substituted “Notwithstanding paragraph (2), the Commission” for “The Commission”. 1990—Subsec. (k). Pub. L. 101–432 amended subsec. (k) generally. Prior to amendment, subsec. (k) read as follows: “If in its opinion the public interest and the protection of investors so require, the Commission is authorized summarily to suspend trading in any security (other than an exempted security) for a period not exceeding ten days, or with the approval of the President, summarily to suspend all trading on any national securities exchange or otherwise, in securities other than exempted securities, for a period not exceeding ninety days. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security in which trading is so suspended.” 1989—Subsec. (i). Pub. L. 101–73, in first sentence, inserted “and savings associations” after “securities issued by banks”, struck out “or institutions the accounts of which are insured by the Federal Savings and Loan Insurance Corporation” before “, the powers, functions, and duties”, inserted new cl. (4) and struck out former cl. (4) which read “with respect to institutions the accounts of which are insured by the Federal Savings and Loan Insurance Corporation are vested in the Federal Home Loan Bank Board”, and, in second sentence, substituted “Office of Thrift Supervision” for “Federal Home Loan Bank Board”. 1987—Subsec. (m). Pub. L. 100–181 struck out subsec. (m) which read as follows: “The Commission is authorized and directed to make a study and investigation of the practice of recording the ownership of securities in the records of the issuer in other than the name of the beneficial owner of such securities to determine (1) whether such practice is consistent with the purposes of this chapter, with particular reference to subsection (g) of this section and section 78m, 78n, 78o(d), 78p, and 78q–1 of this title, and (2) whether steps can be taken to facilitate communications between issuers and the beneficial owners of their securities while at the same time retaining the benefits of such practice. The Commission shall report to the Congress its preliminary findings within six months after

June 4, 1975, and its final conclusions and recommendations within one year of such date.” 1986—Subsec. (g)(2)(H). Pub. L. 99–514 substituted “Internal Revenue Code of 1986” for “Internal Revenue Code of 1954”, which for purposes of codification was translated as “title 26” thus requiring no change in text. 1975—Subsec. (f)(1). Pub. L. 94–29, § 8(1), added subpar. (C) and in provisions following subpar. (C), substituted “is based” for “was originally based” and “remains listed and registered on a national securities exchange” for “shall remain listed and registered on any other national securities exchange”. Subsec. (f)(2). Pub. L. 94–29, § 8(1), substituted “after notice and opportunity for hearing” for “after appropriate notice and opportunity for hearing” and “consistent with the maintenance of fair and orderly markets and the protection of investors” for “necessary or appropriate in the public interest or for the protection of investors” in existing provisions and added the enumeration of matters to be taken into account by the Commission in considering an application for the extension of unlisted trading privileges to a security not listed and registered on a national securities exchange. Subsec. (f)(6). Pub. L. 94–29, § 8(2), substituted “this chapter” for “section 78s(b) of this title”. Subsecs. (j) to (m). Pub. L. 94–29, § 9, added subsecs. (j) to (m). 1974—Subsec. (i). Pub. L. 93–495 added coverage of institutions insured by the Federal Savings and Loan Insurance Corporation, cl. (4), and provisions authorizing the Federal Home Loan Bank Board to promulgate necessary

, forms or orders issued or adopted by the Commission pursuant to this chapter. 1970—Subsec. (g)(2)(H). Pub. L. 91–547 added subpar. (H). 1968—Subsec. (i). Pub. L. 90–439 inserted “78n(d), 78n(f),” after “78n(c)”. 1964—Subsec. (b)(1)(I) to (L). Pub. L. 88–467, § 3(a)(1), (2), added subpar. (I) and redesignated former subpars. (I) to (K) as (J) to (L), respectively. Subsec. (b)(3). Pub. L. 88–467, § 3(a)(3), added par. (3). Subsec. (f)(1). Pub. L. 88–467, § 3(b), designated first par. as (1), redesignated cl. (1) as cl. (A) and substituted therein “

July 1, 1964” for “

March 1, 1934”, redesignated cl. (2) as cl. (B) and struck out the provision for continuation of unlisted trading privileges, which is now incorporated in concluding sentence, and struck out cl. (3) which permitted a national security exchange to extend unlisted trading privileges to any security in respect to which there was available information substantially equivalent to that available in respect to a security duly listed and registered on a national securities exchange, so long as the registration statement was effective and the reports and data continued to be filed. Subsec. (f)(2). Pub. L. 88–467, § 3(b), designated first sentence of second par. as (2) and substituted therein “finds, after appropriate notice and opportunity for hearing, that the extension” for “finds that the continuation or extension”, and struck out second through sixth sentences of such second par. which related as follows: the second sentence, to notice and opportunity for hearing, now incorporated in par. (2); the third sentence, to conditions (respecting sufficiently widespread public distribution and sufficient public trading activity) for approval of application to extend unlisted trading privileges to any security pursuant to former clauses (2) and (3) of subsec. (f); the fourth sentence, to terms and conditions (subjecting issuer, officers, and directors of issuer, and beneficial owners of more than 10 per centum of the securities to duties equivalent to duties if the securities were registered on a national security exchange) for approval of application to extend unlisted trading privileges to any security pursuant to former clause (3) of subsec. (f); the fifth sentence, to requirement for differentiation by national security exchanges between quotations or transactions in listed securities and in securities with unlisted trading privileges, now covered by section 78s(b) of this title; the sixth sentence, to grouping under separate headings of quotations or transactions in listed securities and in securities with unlisted trading privileges, in the publication of quotations or transactions. Subsec. (f)(3). Pub. L. 88–467, § 3(b), designated third par. as (3). Subsec. (f)(4). Pub. L. 88–467, § 3(b), designated second sentence of fourth par. as (4), struck out “by reason of inadequate public distribution of such security in the vicinity of said exchange, or by reason of inadequate public trading activity or of the character of trading therein on said exchange,” before “such termination or suspension is necessary”, and struck out first sentence of fourth par. which provided for the termination under certain conditions of unlisted trading privileges continued for any security pursuant to former cl. (1) of subsec. (f), now incorporated in par. (1)(A) of subsec. (f). Subsec. (f)(5), (6). Pub. L. 88–467, § 3(b), designated fifth and sixth pars. as (5) and (6). Subsecs. (g) to (i). Pub. L. 88–467, § 3(c)–(e), added subsecs. (g) to (i). 1954—Subsec. (d). Act Aug. 10, 1954, repealed last sentence requiring that