Laws: Cases and Codes : U.S. Code : Title 15 : Section 78n
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U.S. Code as of:
01/19/04
Section 78n - Notes
SOURCE
(June 6, 1934, ch. 404, title I, Sec. 14, 48 Stat. 895; Pub. L.
88-467, Sec. 5, Aug. 20, 1964, 78 Stat. 569; Pub. L. 90-439, Sec.
3, July 29, 1968, 82 Stat. 455; Pub. L. 91-567, Secs. 3-5, Dec. 22,
1970, 84 Stat. 1497; Pub. L. 98-38, Sec. 2(b), June 6, 1983, 97
Stat. 205; Pub. L. 99-222, Sec. 2, Dec. 28, 1985, 99 Stat. 1737;
Pub. L. 101-550, title III, Sec. 302, Nov. 15, 1990, 104 Stat.
2721; Pub. L. 103-202, title III, Sec. 302(a), Dec. 17, 1993, 107
Stat. 2359; Pub. L. 105-353, title III, Sec. 301(b)(7), Nov. 3,
1998, 112 Stat. 3236; Pub. L. 107-123, Sec. 6, Jan. 16, 2002, 115
Stat. 2396.)
REFERENCES IN TEXT
This chapter, referred to in subsecs. (b) and (h)(1)(A), (2),
(3), was in the original "this title". See References in Text note
set out under section 78a of this title.
The Investment Company Act of 1940, referred to in subsecs.
(b)(1), (c), (d)(1), and (g)(1)(A), is title I of act Aug. 22,
1940, ch. 686, 54 Stat. 789, as amended, which is classified
generally to subchapter I (Sec. 80a-1 et seq.) of chapter 2D of
this title. For complete classification of this Act to the Code,
see section 80a-51 of this title and Tables.
The Securities Act of 1933, referred to in subsec. (h)(5)(C), is
act May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which
is classified generally to subchapter I (Sec. 77a et seq.) of
chapter 2A of this title. For complete classification of this Act
to the Code, see section 77a of this title and Tables.
AMENDMENTS
2002 - Subsec. (g)(1)(A)(i), (ii), (3). Pub. L. 107-123, Sec.
6(1), substituted "a fee at a rate that, subject to paragraphs (5)
and (6), is equal to $92 per $1,000,000 of" for "a fee of 1/50 of
1 per centum of".
Subsec. (g)(4) to (11). Pub. L. 107-123, Sec. 6(2), (3), added
pars. (4) to (10) and redesignated former par. (4) as (11).
1998 - Subsec. (g)(4). Pub. L. 105-353 substituted
"consolidation, sale," for "consolidation sale,".
1993 - Subsec. (h). Pub. L. 103-202 added subsec. (h).
1990 - Subsec. (b)(1). Pub. L. 101-550, Sec. 302(a), substituted
"section 78l of this title, or any security issued by an investment
company registered under the Investment Company Act of 1940," for
"section 78l of this title" and "authorization, or information
statement" for "or authorization".
Subsec. (c). Pub. L. 101-550, Sec. 302(b), substituted "title, or
a security issued by an investment company registered under the
Investment Company Act of 1940," for "title".
1985 - Subsec. (b). Pub. L. 99-222 designated existing provision
as par. (1), inserted "or any bank, association, or other entity
that exercises fiduciary powers," after "under this chapter,", and
added par. (2).
1983 - Subsec. (g). Pub. L. 98-38 added subsec. (g).
1970 - Subsec. (d)(1). Pub. L. 91-567, Sec. 3, included equity
securities of an insurance company which would have been required
to be registered except for the exemption contained in section
78l(g)(2)(G) of this title, and substituted "5 per centum" for "10
per centum".
Subsec. (d)(8). Pub. L. 91-567, Sec. 4, struck out cl. (A) which
excluded offers for, or invitations for tenders of, securities
proposed to be made by means of a registration statement under the
Securities Act of 1933, and redesignated cls. (B) to (D) as (A) to
(C), respectively.
Subsec. (e). Pub. L. 91-567, Sec. 5, inserted provisions
requiring the Commission, for the purposes of the subsection, by
rules and regulations to define, and prescribe means reasonably
designed to prevent, such acts and practices as are fraudulent,
deceptive, or manipulative.
1968 - Subsecs. (d) to (f). Pub. L. 90-439 added subsecs. (d) to
(f).
1964 - Subsec. (a). Pub. L. 88-467, Sec. 5(a), substituted
provisions which make it unlawful for any person, in contravention
of the Commission's rules and regulations, to solicit, or to permit
the use of his name to solicit, proxies in respect of any security
registered pursuant to section 78l of this title for former
provisions which limited the Commission's rulemaking authority to
proxies relating to securities listed and registered on a national
securities exchange.
Subsec. (b). Pub. L. 88-467, Sec. 5(b), substituted provisions
which make it unlawful for members of a national securities
exchange and brokers and dealers registered under this chapter, in
contravention of such rules as may be prescribed by the Commission,
to give, or to refrain from giving proxies, consents, and other
authorizations in respect of any security registered under section
78l of this title carried for the account of customers for former
provisions which limited the Commission's rulemaking authority only
to the giving of proxies in respect to listed securities carried
for the account of customers by members of the national securities
exchanges and by brokers or dealers who conduct business through
the medium of an exchange member, and deleted the reference to
brokers and dealers who transacted business through the medium of
an exchange member as being now covered by brokers and dealers
registered under this chapter.
Subsec. (c). Pub. L. 88-467, Sec. 5(c), added subsec. (c).
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.
STUDY AND REPORT ON SHAREHOLDER ACCESS TO PROXY STATEMENTS
Pub. L. 104-290, title V, Sec. 510(b), Oct. 11, 1996, 110 Stat.
3450, provided that:
"(1) Study. - The Commission shall conduct a study of -
"(A) whether shareholder access to proxy statements pursuant to
section 14 of the Securities Exchange Act of 1934 [15 U.S.C. 78n]
has been impaired by recent statutory, judicial, or regulatory
changes; and
"(B) the ability of shareholders to have proposals relating to
corporate practices and social issues included as part of proxy
statements.
"(2) Report. - Not later than 1 year after the date of enactment
of this Act [Oct. 11, 1996], the Commission shall submit a report
to the Congress on the results of the study conducted under
paragraph (1), together with any recommendations for regulatory or
legislative changes that it considers necessary to improve
shareholder access to proxy statements."
SECTION REFERRED TO IN OTHER SECTIONS
This section is referred to in sections 77f, 78c, 78f, 78l, 78o,
78o-3, 78hh of this title.
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