What is Section 17 of the Securities Act? (2024)

What is Section 17 of the Securities Act?

Section 17(a) is a key anti-fraud provision in the Securities Act. It provides for liability for fraudulent sales of securities. Some courts have found an implied right of private action under this provision, though this is becoming a less favored position.

What is the 17A of the Securities Exchange Act?

Section 17A of the Act, and the rules promulgated thereunder, contain requirements for registered transfer agents relating to, among other things, processing securities transfers, safekeeping of investor and issuer funds and securities, and maintaining records of investor ownership.

What is the rule 17 B of the Securities Act of 1933?

To establish a Section 17(b) violation, "a person must (1) publish or otherwise circulate (using a means of interstate commerce), (2) a notice or type of communication (which describes a security), (3) for consideration received (past, currently, or prospectively, directly or indirectly), (4) without full disclosure of ...

What is Section 17A C of the 1934 Act?

Pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934, it is unlawful for a transfer agent to perform any transfer agent function with respect to any qualifying security unless that transfer agent is registered with its appropriate regulatory authority ("ARA").

What is Section 17 A )( 2 of the Securities Act of 1933?

Third, Section 17(a)(2) requires the defendant to have acted "by means of' any misrepresentation or omission, while Rule lOb-5(b) requires the defendant to "make" the misrepresentation or "omit" the omission.

What is Section 17 F 2 of the Securities Exchange Act?

A1: Pursuant to Section 17(f)(2) of the Securities Exchange Act of 1934, (15 USC 78q(f)(2)), and Exchange Rule 17f-2 thereunder, as amended, the SEC requires firms to submit fingerprints for all partners, directors, officers and employees, unless they are exempt under those same provisions.

What is Section 17a D )( 1 of the Exchange Act?

(d)(1) No registered clearing agency or registered transfer agent shall, directly or indirectly, engage in any activity as clearing agency or transfer agent in contravention of such rules and regula- tions (A) as the Commission may prescribe as necessary or appro- priate in the public interest, for the protection of ...

What is Securities Exchange Act Rule 17a 4 F?

17a-4(f)(3)(ii) Be ready at all times to provide, and immediately provide, any record stored by means of the electronic recordkeeping system that the staffs of the Commission, the self-regulatory organizations of which the member, broker, or dealer is a member, or any State securities regulator having jurisdiction over ...

What is Securities Exchange Act Rule 17a 13?

17a-13(d) The examination, count, verification, and comparison shall be made or supervised by persons whose regular duties do not require them to have direct responsibility for the proper care and protection of the securities or the making or preservation of the subject records.

What is Section 17 A )( 1 of the Securities Exchange Act of 1934?

Section 17(a)(1) of the Securities Exchange Act of 1934 ("Exchange Act") requires registered broker-dealers to make, keep, furnish and disseminate records and reports prescribed by the Securities and Exchange Commission ("SEC").

What is the rule 17a 3 a 17 of the Securities Exchange Act of 1934?

Rule 17a-3(a)(17) requires that the firm periodically furnish account record information to the customer.

What is the Section 7 of the Securities Act?

7. SECURITIES LAWS STUDY. AN ACT To provide for the regulation of securities exchanges and of over-the- counter markets operating in interstate and foreign commerce and through the mails, to prevent inequitable and unfair practices on such exchanges and markets, and for other purposes.

What is rule 17Ad 15 under the Securities Exchange Act of 1934?

Commission today is adopting new Rule 17Ad-15 (17 CFR 240.17Ad-15) under the Securities Exchange Act of 1934 designed to: Provide for the protection of investorb; facilitate the equitable treatment of financial institutions which guarantee signatures of endorsers of securities; increase the efficiency of the security ...

What is Section 17 A of the Exchange Act and Rule 17a 8 thereunder?

Exchange Act Rule 17a-8 requires broker-dealers registered with the Commission to comply with the reporting, record-keeping, and record retention requirements of the BSA. The failure to file a SAR as required by the SAR Rule is a violation of Section 17(a) of the Exchange Act and Rule 17a-8 thereunder.

What is Section 17 F 2 of the Securities Exchange Act of 1934 and rule 17f 2?

The fingerprinting requirement of section 17(f)(2) of the Securities Exchange Act of 1934 may be satisfied by submitting appropriate and complete fingerprint cards to a registered national securities exchange or to a registered national securities association which, pursuant to a plan filed with, and declared effective ...

What is Section 17 A )( 3 of the Securities Act?

Section 17(a)(3) of the Securities Act prohibits, in the offer or sale of securities, any transaction, practice or course of business which operates or would operate as a fraud or deceit upon the purchaser. No scienter is required for violations of Section 17(a)(3).

What is Section 16 B of the 1934 Securities Exchange Act?

Section 16(b) of the act recognizes that profits realized by officers, directors, or 10-percent stockholders from any purchase and sale or any sale and purchase of any equity security within a period of 6 months rightfully belong to the corporation and should be recoverable in an action by, or on behalf of, the ...

What is Section 15 D of the Securities Act of 1933?

Section 15(d) provides that any issuer who registers a class of securities under the Securities Act of 1933, as amended (the Securities Act) shall become subject to periodic reporting requirements under Section 13(a) (15 USCS § 78m) of the Exchange Act, including annual reports on Form 10-K, quarterly reports on Form ...

What is the difference between Section 17 A and 10 B?

Section 10(b) and Rule 10b-5 thereunder prohibit fraud in connection with the purchases and sales of securities. Section 17(a) prohibits fraud in the offer or sale of securities. Overall, fraud—including material misrepresentations and material omissions—are prohibited in the offer, purchase, and sale of securities.

What is Rule 16a 1 F under the Securities Exchange Act of 1934?

(f) The term “officer” shall mean an issuer's president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the issuer in charge of a principal business unit, division or function (such as sales, administration or finance), any ...

What is Section 13 P of the Securities Exchange Act of 1934?

Section 13(p) of the Securities Exchange Act of 1934 (added by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and Rule 13p-1 under the Exchange Act (the conflict minerals rule) require some reporting companies and voluntary filers to make specialized disclosure and conduct related due ...

What is Section 13 D 3 of the Securities Exchange Act of 1934?

Under Sections 13(d)(3) and (g)(3) of the Exchange Act, "when two or more persons act as a… group for purposes of acquiring, holding, or disposing of securities of an issuer," the group is considered to be one filing person.

What is Section 13 D of the Securities Exchange Act of 1934?

Section 13(d) of the Exchange Act requires any person (or group of persons) that owns or acquires beneficial ownership of more than 5% of any class of equity securities registered under the Exchange Act to file ownership reports with the SEC on a Schedule 13D.

What is the rule 21F 17 of the Securities Exchange Act of 1934?

(a) No person may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement (other than agreements dealing with information covered by § 240.21F–4(b)(4)(i) and § ...

What is Section 10A F of the Securities Exchange Act of 1934?

Section 10A requires reporting to the Securities and Exchange Commission (SEC) when, during the course of a financial audit, an auditor detects likely illegal acts that have a material impact on the financial statements and appropriate remedial action is not being taken by management or the board of directors.

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