§ 77a Short title
§ 77b Definitions; promotion of efficiency, competition, and capital formation
§ 77b-1 Swap agreements
§ 77c Classes of securities under this subchapter
§ 77d Exempted transactions
§ 77d-1 Requirements with respect to certain small transactions
§ 77e Prohibitions relating to interstate commerce and the mails
§ 77f Registration of securities
§ 77g Information required in registration statement
§ 77h Taking effect of registration statements and amendments thereto
§ 77h-1 Cease-and-desist proceedings
§ 77i Court review of orders
§ 77j Information required in prospectus
§ 77k Civil liabilities on account of false registration statement
§ 77l Civil liabilities arising in connection with prospectuses and communications
§ 77m Limitation of actions
§ 77n Contrary stipulations void
§ 77o Liability of controlling persons
§ 77p Additional remedies; limitation on remedies
§ 77q Fraudulent interstate transactions
§ 77r Exemption from State regulation of securities offerings
§ 77r-1 Preemption of State law
§ 77s Special powers of Commission
§ 77t Injunctions and prosecution of offenses
§ 77u Hearings by Commission
§ 77v Jurisdiction of offenses and suits
§ 77w Unlawful representations
§ 77x Penalties
§ 77y Jurisdiction of other Government agencies over securities
§ 77z Separability
§ 77z-1 Private securities litigation
§ 77z-2 Application of safe harbor for forward-looking statements
§ 77z-2a Conflicts of interest relating to certain securitizations
§ 77z-3 General exemptive authority
§ 77aa Schedule of information required in registration statement

Terms Used In U.S. Code > Title 15 > Chapter 2A > Subchapter I - Domestic Securities

  • accredited investor: shall mean --

    (i) a bank as defined in section 77c(a)(2) of this title whether acting in its individual or fiduciary capacity. See 15 USC 77b

  • Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
  • affiliate: shall mean an entity effectively controlled or owned by the Corporation, except that such term shall not include an originator (as defined in section 2279aa of this title). See 12 USC 2279aa-11
  • agency contract: means an oral or written agreement in which a student athlete authorizes a person to negotiate or solicit on behalf of the student athlete a professional sports contract or an endorsement contract. See 15 USC 7801
  • agricultural commodity: means any agricultural commodity, food, feed, fiber, or livestock (including livestock as it is defined in section 1471(2) of this title and insects), and any product thereof. See 7 USC 5602
  • Amortization: Paying off a loan by regular installments.
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • athlete agent: means an individual who enters into an agency contract with a student athlete, or directly or indirectly recruits or solicits a student athlete to enter into an agency contract, and does not include a spouse, parent, sibling, grandparent, or guardian of such student athlete, any legal counsel for purposes other than that of representative agency, or an individual acting solely on behalf of a professional sports team or professional sports organization. See 15 USC 7801
  • athletic director: means an individual responsible for administering the athletic program of an educational institution or, in the case that such program is administered separately, the athletic program for male students or the athletic program for female students, as appropriate. See 15 USC 7801
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Baseline: Projection of the receipts, outlays, and other budget amounts that would ensue in the future without any change in existing policy. Baseline projections are used to gauge the extent to which proposed legislation, if enacted into law, would alter current spending and revenue levels.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Board of Directors: means the Board of Directors of the Corporation. See 12 USC 2277a
  • clinical research: means patient oriented clinical research conducted with human subjects, or research on the causes and consequences of disease in human populations involving material of human origin (such as tissue specimens and cognitive phenomena) for which an investigator or colleague directly interacts with human subjects in an outpatient or inpatient setting to clarify a problem in human physiology, pathophysiology or disease, or epidemiologic or behavioral studies, outcomes research or health services research, or developing new technologies, therapeutic interventions, or clinical trials. See 42 USC 284d
  • Commission: means the Federal Trade Commission. See 15 USC 7801
  • Commission: means the Securities and Exchange Commission. See 15 USC 77b
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • contact lens fitting: means the process that begins after the initial eye examination and ends when a successful fit has been achieved or, in the case of a renewal prescription, ends when the prescriber determines that no change in prescription is required, and such term may include--

    (A) an examination to determine lens specifications. See 15 USC 7610

  • contact lens prescription: means a prescription, issued in accordance with State and Federal law, that contains sufficient information for the complete and accurate filling of a prescription, including the following:

    (A) Name of the patient. See 15 USC 7610

  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: means the Farm Credit System Insurance Corporation established in section 2277a-1 of this title. See 12 USC 2277a
  • county: includes a parish, or any other equivalent subdivision of a State or Territory of the United States. See 1 USC 2
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • dealer: means any person who engages either for all or part of his time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person. See 15 USC 77b
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • Docket: A log containing brief entries of court proceedings.
  • emerging growth company: means an issuer that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. See 15 USC 77b
  • endorsement contract: means an agreement under which a student athlete is employed or receives consideration for the use by the other party of that individual's person, name, image, or likeness in the promotion of any product, service, or event. See 15 USC 7801
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Ex officio: Literally, by virtue of one's office.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Federal Deposit Insurance Corporation: A government corporation that insures the deposits of all national and state banks that are members of the Federal Reserve System. Source: OCC
  • Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. Source: OCC
  • Felony: A crime carrying a penalty of more than a year in prison.
  • Fiduciary: A trustee, executor, or administrator.
  • Fixed Rate: Having a "fixed" rate means that the APR doesn't change based on fluctuations of some external rate (such as the "Prime Rate"). In other words, a fixed rate is a rate that is not a variable rate. A fixed APR can change over time, in several circumstances:
    • You are late making a payment or commit some other default, triggering an increase to a penalty rate
    • The bank changes the terms of your account and you do not reject the change.
    • The rate expires (if the rate was fixed for only a certain period of time).
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • group: include any committee, subgroup, or representative of such entities. See 15 USC 77s
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • insurance company: means a company which is organized as an insurance company, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the insurance commissioner, or a similar official or agency, of a State or territory or the District of Columbia. See 15 USC 77b
  • insured obligation: means any note, bond, debenture, or other obligation issued under subsection (c) or (d) of section 2153 of this title--

    (A) on or before January 5, 1989, on behalf of any System bank. See 12 USC 2277a

  • insured System bank: means any System bank whose participation in notes, bonds, debentures, and other obligations issued under subsection (c) or (d) of section 2153 of this title is insured under this part. See 12 USC 2277a
  • intercollegiate sport: means a sport played at the collegiate level for which eligibility requirements for participation by a student athlete are established by a national association for the promotion or regulation of college athletics. See 15 USC 7801
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • interstate commerce: means trade or commerce in securities or any transportation or communication relating thereto among the several States or between the District of Columbia or any Territory of the United States and any State or other Territory, or between any foreign country and any State, Territory, or the District of Columbia, or within the District of Columbia. See 15 USC 77b
  • issuer: means every person who issues or proposes to issue any security. See 15 USC 77b
  • Jurisprudence: The study of law and the structure of the legal system.
  • Lawsuit: A legal action started by a plaintiff against a defendant based on a complaint that the defendant failed to perform a legal duty, resulting in harm to the plaintiff.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • medical library: means a library related to the sciences related to health. See 42 USC 286b-1
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Mortgage loan: A loan made by a lender to a borrower for the financing of real property. Source: OCC
  • narcotic: means opium and coca leaves and the several alkaloids derived therefrom, the best known of these alkaloids being morphia, heroin, and codeine, obtained from opium, and cocaine derived from the coca plant. See 42 USC 201
  • National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
  • National Credit Union Administration: The federal regulatory agency that charters and supervises federal credit unions. (NCUA also administers the National Credit Union Share Insurance Fund, which insures the deposits of federal credit unions.) Source: OCC
  • oath: includes affirmation, and "sworn" includes affirmed. See 1 USC 1
  • Oath: A promise to tell the truth.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • offer: shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. See 15 USC 77b
  • person: means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. See 15 USC 77b
  • Personal property: All property that is not real property.
  • Petit jury: A group of citizens who hear the evidence presented by both sides at trial and determine the facts in dispute. Federal criminal juries consist of 12 persons. Federal civil juries consist of six persons.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • prescriber: means , with respect to contact lens prescriptions, an ophthalmologist, optometrist, or other person permitted under State law to issue prescriptions for contact lenses in compliance with any applicable requirements established by the Food and Drug Administration. See 15 USC 7610
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • prospectus: means any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security. See 15 USC 77b
  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • registration statement: means the statement provided for in section 77f of this title, and includes any amendment thereto and any report, document, or memorandum filed as part of such statement or incorporated therein by reference. See 15 USC 77b
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Remand: When an appellate court sends a case back to a lower court for further proceedings.
  • research report: means a written, electronic, or oral communication that includes information, opinions, or recommendations with respect to securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably sufficient upon which to base an investment decision. See 15 USC 77b
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • Right of rescission: Right to cancel, within three business days, a contract that uses the home of a person as collateral, except in the case of a first mortgage loan. There is no fee to the borrower, who receives a full refund of all fees paid. The right of rescission is guaranteed by the Truth in Lending Act (TILA). Source: OCC
  • sciences related to health: includes medicine, osteopathy, dentistry, and public health, and fundamental and applied sciences when related thereto. See 42 USC 286b-1
  • Secretaries: means the Secretary of Agriculture and the Secretary of Health and Human Services, acting jointly. See 7 USC 5302
  • Secretary: means the Secretary of Health and Human Services. See 42 USC 201
  • Secretary: means the Secretary of Agriculture. See 7 USC 5602
  • security: means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security" or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. See 15 USC 77b
  • sell: shall include every contract of sale or disposition of a security or interest in a security, for value. See 15 USC 77b
  • Sentencing guidelines: A set of rules and principles established by the United States Sentencing Commission that trial judges use to determine the sentence for a convicted defendant. Source: U.S. Courts
  • separate account: means an account established and maintained by an insurance company pursuant to the laws of any State or territory of the United States, the District of Columbia, or of Canada or any province thereof, under which income, gains and losses, whether or not realized, from assets allocated to such account, are, in accordance with the applicable contract, credited to or charged against such account without regard to other income, gains, or losses of the insurance company. See 15 USC 77b
  • Service: means the Public Health Service. See 42 USC 201
  • Service: means the Foreign Agricultural Service of the Department of Agriculture. See 7 USC 5602
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: includes , in addition to the several States, only the District of Columbia, Guam, the Commonwealth of Puerto Rico, the Northern Mariana Islands, the Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands. See 42 USC 201
  • State: includes a State of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See 15 USC 7801
  • State: means any of the 50 States, the District of Columbia, any Territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, or the Virgin Islands. See 12 USC 2277a
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • student athlete: means an individual who engages in, is eligible to engage in, or may be eligible in the future to engage in, any intercollegiate sport. See 15 USC 7801
  • Subpoena: A command to a witness to appear and give testimony.
  • subscription: includes a mark when the person making the same intended it as such. See 1 USC 1
  • Territory: means Puerto Rico, the Virgin Islands, and the insular possessions of the United States. See 15 USC 77b
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • trust: shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security. See 15 USC 77b
  • Trustee: A person or institution holding and administering property in trust.
  • underwriter: means any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking. See 15 USC 77b
  • unfair trade practice: means any act, policy, or practice of a foreign country that--

    (i) violates, or is inconsistent with, the provisions of, or otherwise denies benefits to the United States under, any trade agreement to which the United States is a party. See 7 USC 5602

  • United States: includes each of the States, the District of Columbia, Puerto Rico, and the territories and possessions of the United States. See 7 USC 5602
  • Venue: The geographical location in which a case is tried.
  • vessel: includes every description of watercraft or other artificial contrivance used, or capable of being used, as a means of transportation on water. See 1 USC 3
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.
  • written: shall include printed, lithographed, or any means of graphic communication. See 15 USC 77b