
From the U.S. Code Online via GPO Access
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[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 2002]
[CITE: 15USC77j]

 
                      TITLE 15--COMMERCE AND TRADE
 
               CHAPTER 2A--SECURITIES AND TRUST INDENTURES
 
                    SUBCHAPTER I--DOMESTIC SECURITIES
 
Sec. 77j. Information required in prospectus


(a) Information in registration statement; documents not required

    Except to the extent otherwise permitted or required pursuant to 
this subsection or subsections (c), (d), or (e) of this section--
        (1) a prospectus relating to a security other than a security 
    issued by a foreign government or political subdivision thereof, 
    shall contain the information contained in the registration 
    statement, but it need not include the documents referred to in 
    paragraphs (28) to (32), inclusive, of schedule A of section 77aa of 
    this title;
        (2) a prospectus relating to a security issued by a foreign 
    government or political subdivision thereof shall contain the 
    information contained in the registration statement, but it need not 
    include the documents referred to in paragraphs (13) and (14) of 
    schedule B of section 77aa of this title;
        (3) notwithstanding the provisions of paragraphs (1) and (2) of 
    this subsection when a prospectus is used more than nine months 
    after the effective date of the registration statement, the 
    information contained therein shall be as of a date not more than 
    sixteen months prior to such use, so far as such information is 
    known to the user of such prospectus or can be furnished by such 
    user without unreasonable effort or expense;
        (4) there may be omitted from any prospectus any of the 
    information required under this subsection which the Commission may 
    by rules or regulations designate as not being necessary or 
    appropriate in the public interest or for the protection of 
    investors.

(b) Summarizations and omissions allowed by rules and regulations

    In addition to the prospectus permitted or required in subsection 
(a) of this section, the Commission shall by rules or regulations deemed 
necessary or appropriate in the public interest or for the protection of 
investors permit the use of a prospectus for the purposes of subsection 
(b)(1) of section 77e of this title which omits in part or summarizes 
information in the prospectus specified in subsection (a) of this 
section. A prospectus permitted under this subsection shall, except to 
the extent the Commission by rules or regulations deemed necessary or 
appropriate in the public interest or for the protection of investors 
otherwise provides, be filed as part of the registration statement but 
shall not be deemed a part of such registration statement for the 
purposes of section 77k of this title. The Commission may at any time 
issue an order preventing or suspending the use of a prospectus 
permitted under this subsection, if it has reason to believe that such 
prospectus has not been filed (if required to be filed as part of the 
registration statement) or includes any untrue statement of a material 
fact or omits to state any material fact required to be stated therein 
or necessary to make the statements therein, in the light of the 
circumstances under which such prospectus is or is to be used, not 
misleading. Upon issuance of an order under this subsection, the 
Commission shall give notice of the issuance of such order and 
opportunity for hearing by personal service or the sending of confirmed 
telegraphic notice. The Commission shall vacate or modify the order at 
any time for good cause or if such prospectus has been filed or amended 
in accordance with such order.

(c) Additional information required by rules and regulations

    Any prospectus shall contain such other information as the 
Commission may by rules or regulations require as being necessary or 
appropriate in the public interest or for the protection of investors.

(d) Classification of prospectuses

    In the exercise of its powers under subsections (a), (b), or (c) of 
this section, the Commission shall have authority to classify 
prospectuses according to the nature and circumstances of their use or 
the nature of the security, issue, issuer, or otherwise, and, by rules 
and regulations and subject to such terms and conditions as it shall 
specify therein, to prescribe as to each class the form and contents 
which it may find appropriate and consistent with the public interest 
and the protection of investors.

(e) Information in conspicuous part of prospectus

    The statements or information required to be included in a 
prospectus by or under authority of subsections (a), (b), (c), or (d) of 
this section, when written, shall be placed in a conspicuous part of the 
prospectus and, except as otherwise permitted by rules or regulations, 
in type as large as that used generally in the body of the prospectus.

(f) Prospectus consisting of radio or television broadcast

    In any case where a prospectus consists of a radio or television 
broadcast, copies thereof shall be filed with the Commission under such 
rules and regulations as it shall prescribe. The Commission may by rules 
and regulations require the filing with it of forms and prospectuses 
used in connection with the offer or sale of securities registered under 
this subchapter.

(May 27, 1933, ch. 38, title I, Sec. 10, 48 Stat. 81; June 6, 1934, ch. 
404, title II, Sec. 205, 48 Stat. 906; Aug. 10, 1954, ch. 667, title I, 
Sec. 8, 68 Stat. 685.)


                               Amendments

    1954--Act Aug. 10, 1954, complemented changes in section 77e of this 
title by act Aug. 10, 1954, permitted offering activities in the waiting 
period and in so doing rearranged the sequence of the subsections, added 
new text contained in subsec. (b), and renumbered subsecs. (c) and (d) 
as (e) and (f), respectively.
    1934--Subsec. (b)(1). Act June 6, 1934, amended par. (1).


                    Effective Date of 1954 Amendment

    Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 
1954, see note under section 77b of this title.

                          Transfer of Functions

    For transfer of functions of Securities and Exchange Commission, 
with certain exceptions, to Chairman of such Commission, see Reorg. Plan 
No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 
1265, set out under section 78d of this title.

                  Section Referred to in Other Sections

    This section is referred to in sections 77b, 77e, 77eee, 80a-2, 80a-
24 of this title.
