15 U.S.C. § 77e

Prohibitions relating to interstate commerce and the mails

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(a) Sale or delivery after sale of unregistered securitiesUnless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly—(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.(b) Necessity of prospectus meeting requirements of section 77j of this titleIt shall be unlawful for any person, directly or indirectly—(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this subchapter, unless such prospectus meets the requirements of section 77j of this title; or(2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) of section 77j of this title.(c) Necessity of filing registration statement

It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security, unless a registration statement has been filed as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under section 77h of this title.

(d) Limitation

Notwithstanding any other provision of this section, an emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors, as such terms are respectively defined in section 230.144A and section 230.501(a) of title 17, Code of Federal Regulations, or any successor thereto, to determine whether such investors might have an interest in a contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities with the Commission, subject to the requirement of subsection (b)(2).

(e) Security-based swaps

Notwithstanding the provisions of section 77c or 77d of this title, unless a registration statement meeting the requirements of section 77j(a) of this title is in effect as to a security-based swap, it shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell, offer to buy or purchase or sell a security-based swap to any person who is not an eligible contract participant as defined in section 1a(18) of title 7.

(May 27, 1933, ch. 38, title I, § 5, 48 Stat. 77; June 6, 1934, ch. 404, title II, § 204, 48 Stat. 906; Aug. 10, 1954, ch. 667, title I, § 7, 68 Stat. 684; Pub. L. 111–203, title VII, § 768(b), July 21, 2010, 124 Stat. 1801; Pub. L. 112–106, title I, § 105(c), Apr. 5, 2012, 126 Stat. 311.)Editorial NotesAmendments

2012—Subsecs. (d), (e). Pub. L. 112–106 added subsec. (d) and redesignated former subsec. (d) as (e).

2010—Subsec. (d). Pub. L. 111–203 added subsec. (d).

1954—Subsec. (a)(1). Act Aug. 10, 1954, struck out “or offer to buy” after “to sell”.

Subsec. (b). Act Aug. 10, 1954, in par. (1) substituted “with respect to which a registration statement has been filed” for “registered” and in par. (2) omitted “to” after “to carry or” and inserted “subsection (a) of” before “section 77j of this title”.

Subsec. (c). Act Aug. 10, 1954, added subsec. (c).

1934—Act June 6, 1934, repealed subsec. (c), the provisions of which were replaced by section 77c(a)(11) of this title.

Statutory Notes and Related SubsidiariesEffective Date of 2010 Amendment

Amendment by Pub. L. 111–203 effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see section 774 of Pub. L. 111–203, set out as a note under section 77b of this title.

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.

Encouraging Employee Ownership

Pub. L. 115–174, title V, § 507, May 24, 2018, 132 Stat. 1363, provided that: “Not later than 60 days after the date of the enactment of this Act [May 24, 2018], the Securities and Exchange Commission shall revise section 230.701(e) of title 17, Code of Federal Regulations, so as to increase from $5,000,000 to $10,000,000 the aggregate sales price or amount of securities sold during any consecutive 12-month period in excess of which the issuer is required under such section to deliver an additional disclosure to investors. The Commission shall index for inflation such aggregate sales price or amount every 5 years to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, rounding to the nearest $1,000,000.”

Fair Access to Investment Research

Pub. L. 115–66, Oct. 6, 2017, 131 Stat. 1196, provided that:

“SECTION 1. SHORT TITLE.

“This Act may be cited as the ‘Fair Access to Investment Research Act of 2017’.

“SEC. 2. SAFE HARBOR FOR INVESTMENT FUND RESEARCH.“(a)Expansion of the Safe Harbor.—Not later than the end of the 180-day period beginning on the date of enactment of this Act [Oct. 6, 2017], the Securities and Exchange Commission shall propose, and not later than the end of the 270-day period beginning on such date, the Commission shall adopt, upon such terms, conditions, or requirements as the Commission may determine necessary or appropriate in the public interest, for the protection of investors, and for the promotion of capital formation, revisions to section 230.139 of title 17, Code of Federal Regulations, to provide that a covered investment fund research report that is published or distributed by a broker or dealer, other than a broker or dealer that is an investment adviser to the fund or an affiliated person of the investment adviser to the fund—“(1) shall be deemed, for purposes of sections 2(a)(10) and 5(c) of the Securities Act of 1933 (15 U.S.C. 77b(a)(10), 77e(c)), not to constitute an offer for sale or an offer to sell a security that is the subject of an offering pursuant to a registration statement that is effective, even if the broker or dealer is participating or will participate in the registered offering of the covered investment fund’s securities; and“(2) shall be deemed to satisfy the conditions of paragraph (1) or (2) of section 230.139(a) of title 17, Code of Federal Regulations, or any successor provisions, for purposes of the Commission’s rules and regulations under the Federal securities laws and the rules of any self-regulatory organization.“(b)Implementation of Safe Harbor.—In implementing the safe harbor pursuant to subsection (a), the Commission shall—“(1) not, in the case of a covered investment fund with a class of securities in substantially continuous distribution, condition the safe harbor on whether the broker’s or dealer’s publication or distribution of a covered investment fund research report constitutes such broker’s or dealer’s initiation or reinitiation of research coverage on such covered investment fund or its securities;“(2) not—“(A) require the covered investment fund to have been registered as an investment company under the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) or subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78o(d)) for any period exceeding the period of time referenced under section 230.139(a)(1)(i)(A)(1) of title 17, Code of Federal Regulations; or“(B) impose a minimum float provision exceeding that referenced in section 230.139(a)(1)(i)(A)(1)(i) of title 17, Code of Federal Regulations;“(3) provide that a self-regulatory organization may not maintain or enforce any rule that would—“(A) prohibit the ability of a member to publish or distribute a covered investment fund research report solely because the member is also participating in a registered offering or other distribution of any securities of such covered investment fund; or“(B) prohibit the ability of a member to participate in a registered offering or other distribution of securities of a covered investment fund solely because the member has published or distributed a covered investment fund research report about such covered investment fund or its securities; and“(4) provide that a covered investment fund research report shall not be subject to section 24(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–24(b)) or the rules and regulations thereunder, except that such report may still be subject to such section and the rules and regulations thereunder to the extent that it is otherwise not subject to the content standards in the rules of any self-regulatory organization related to research reports, including those contained in the rules governing communications with the public regarding investment companies or substantially similar standards.“(c)Rules of Construction.—Nothing in this Act shall be construed as in any way limiting—“(1) the applicability of the antifraud or antimanipulation provisions of the Federal securities laws and rules adopted thereunder to a covered investment fund research report, including section 17 of the Securities Act of 1933 (15 U.S.C. 77q), section 34(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–33(b)), and sections 9 and 10 of the Securities Exchange Act of 1934 (15 U.S.C. 78i, 78j); or“(2) the authority of any self-regulatory organization to examine or supervise a member’s practices in connection with such member’s publication or distribution of a covered investment fund research report for compliance with applicable provisions of the Federal securities laws or self-regulatory organization rules related to research reports, including those contained in rules governing communications with the public, or to require the filing of communications with the public the purpose of which is not to provide research and analysis of covered investment funds.“(d)Interim Effectiveness of Safe Harbor.—“(1)In general.—From and after the 270-day period beginning on the date of enactment of this Act, if the Commission has not adopted revisions to section 230.139 of title 17, Code of Federal Regulations, as required by subsection (a), and until such time as the Commission has done so, a broker or dealer distributing or publishing a covered investment fund research report after such date shall be able to rely on the provisions of section 230.139 of title 17, Code of Federal Regulations, and the broker or dealer’s publication of such report shall be deemed to satisfy the conditions of paragraph (1) or (2) of section 230.139(a) of title 17, Code of Federal Regulations, if the covered investment fund that is the subject of such report satisfies the reporting history requirements (without regard to Form S–3 or Form F–3 eligibility) and minimum float provisions of such subsections for purposes of the Commission’s rules and regulations under the Federal securities laws and the rules of any self-regulatory organization, as if revised and implemented in accordance with subsections (a) and (b).“(2)Status of covered investment fund.—After such period and until the Commission has adopted revisions to section 230.139 of title 17, Code of Federal Regulations, and FINRA has revised rule 2210, for purposes of subsection (c)(7)(O) of such rule, a covered investment fund shall be deemed to be a security that is listed on a national securities exchange and that is not subject to section 24(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–24(b)).“(3)Covered investment funds communications.—“(A)In general.—Except as provided in subparagraph (B), communications that concern only covered investment funds that fall within the scope of section 24(b) of the Investment Company Act of 1940 (15 U.S.C. 80a–24(b)) shall not be required to be filed with FINRA.“(B)Exception.—FINRA may require the filing of communications with the public if the purpose of those communications is not to provide research and analysis of covered investment funds.“(e)Exception.—The safe harbor under subsection (a) shall not apply to the publication or distribution by a broker or a dealer of a covered investment fund research report, the subject of which is a business development company or a registered closed-end investment company, during the time period described in section 230.139(a)(1)(i)(A)(1) of title 17, Code of Federal Regulations, except where expressly permitted by the rules and regulations of the Securities and Exchange Commission under the Federal securities laws.“(f)Definitions.—For purposes of this Act:“(1) The term ‘affiliated person’ has the meaning given the term in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)).“(2) The term ‘covered investment fund’ means—“(A) an investment company registered under, or that has filed an election to be treated as a business development company under, the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) and that has filed a registration statement under the Securities Act of 1933 (15 U.S.C. 77a et seq.) for the public offering of a class of its securities, which registration statement has been declared effective by the Commission; and“(B) a trust or other person—“(i) issuing securities in an offering registered under the Securities Act of 1933 (15 U.S.C. 77a et seq.) and which class of securities is listed for trading on a national securities exchange;“(ii) the assets of which consist primarily of commodities, currencies, or derivative instruments that reference commodities or currencies, or interests in the foregoing; and“(iii) that provides in its registration statement under the Securities Act of 1933 (15 U.S.C. 77a et seq.) that a class of its securities are purchased or redeemed, subject to conditions or limitations, for a ratable share of its assets.“(3) The term ‘covered investment fund research report’ means a research report published or distributed by a broker or dealer about a covered investment fund or any securities issued by the covered investment fund, but does not include a research report to the extent that the research report is published or distributed by the covered investment fund or any affiliate of the covered investment fund, or any research report published or distributed by any broker or dealer that is an investment adviser (or an affiliated person of an investment adviser) for the covered investment fund.“(4) The term ‘FINRA’ means the Financial Industry Regulatory Authority.“(5) The term ‘investment adviser’ has the meaning given the term in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)).“(6) The term ‘research report’ has the meaning given that term under section 2(a)(3) of the Securities Act of 1933 (15 U.S.C. 77b(a)(3)), except that such term shall not include an oral communication.“(7) The term ‘self-regulatory organization’ has the meaning given that term under section 3(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26)).”

Increased Access to Foreign Business Information

Pub. L. 104–290, title I, § 109, Oct. 11, 1996, 110 Stat. 3426, provided that: “Not later than 1 year after the date of enactment of this Act [Oct. 11, 1996], the Commission shall adopt rules under the Securities Act of 1933 [15 U.S.C. 77a et seq.] concerning the status under the registration provisions of the Securities Act of 1933 of foreign press conferences and foreign press releases by persons engaged in the offer and sale of securities.”

Notes of Decisions
Cited in 1,242 cases (200 in the last 5 years), 1935–2026 · leading case: United States v. James Lloyd, 807 F.3d 1128 (9th Cir. 2015).
United States v. James Lloyd, 807 F.3d 1128 (9th Cir. 2015). · cites it 14× “§ 1341 , and offering and selling unregistered securities under 15 U.S.C. §§ 77e and 77x and aiding and abetting under 18 U.”
SEC v. Phan, 500 F.3d 895 (9th Cir. 2007). · cites it 7× “The SEC alleged that the defendants violated Section 5 of the 1933 Act, 15 U.S.C. § 77e, which forbids the unregistered sale of securities.”
Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017). · cites it 4× “15 U.S.C. § 77e(b)(1); see 17 C.F.R. § 230.”
Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723 (1975). · cites it 6× “The reorganization plan was carried out, the offering was registered with the SEC as required by the 1933 Act, and a prospectus was distributed to all offerers as required by § 5 of that Act, 15 U. S. C. § 77e. Somewhat more than 50% of the offered units were actually purchased.”
United States v. Richard Bailey, 696 F.3d 794 (9th Cir. 2012). · cites it 6× “The government’s response brief explains that the Complaint was offered to prove the knowledge component of willfulness, as defined under 15 U.S.C. §§ 77e, 77x.2 The transcript from the court’s ruling on Bailey’s motion in limine proves that the government offered the Complaint…”
Aaron v. Sec. & Exch. Comm'n, 446 U.S. 680 (1980). · cites it 4× “[1] The Commission also charged the petitioner and three other defendants with violations of the registration provisions of §§ 5 (a), (c) of the 1933 Act, 15 U. S. C. §§ 77e (a), (c). The District Court found that the petitioner had violated these provisions and enjoined him…”
Piper v. Chris-Craft Indus., Inc., 430 U.S. 1 (1977). · cites it 4× “Chris-Craft alleged that Bangor's block purchases of 120,200 Piper shares in mid-May violated Rule 10b-6 and that Bangor's May 8 press release, announcing an $80 valuation of Bangor securities to be offered in the forthcoming exchange offer, violated SEC "gun-jumping"…”
Sec. & Exch. Comm'n v. CMKM Diamonds, Inc., 729 F.3d 1248 (9th Cir. 2013). · cites it 4× “The district court granted summary judgment in favor of the SEC, ruling that 1st Global Stock Transfer, LLC (“Global”), Helen Bagley, and Brian Dvorak (collectively, “Defendants”) participated in an unregistered distribution of securities in violation of Section 5 of the…”
Gustafson v. Alloyd Co., 513 U.S. 561 (1995). · cites it 3× “See 15 U. S. C. § 77e. Cf. post, at 589 (Thomas, J.”
ABN AMRO, Inc. v. Capital Int'l Ltd., 595 F. Supp. 2d 805 (N.D. Ill. 2008). · cites it 5× “Those allegations are all that is required to establish a prima facie violation of Section 5 of the 1933 Act, 15 U.S.C. § 77e, for failure to register.”
Sec. & Exch. Comm'n v. M & a West Inc., 538 F.3d 1043 (9th Cir. 2008). · cites it 6× “Medley was charged with violating Section 5 of the Securities Act of 1933 ("the Act"), 15 U.S.C. § 77e, for selling unregistered securities.”
Sec. & Exch. Comm'n v. Esposito, 260 F. Supp. 3d 79 (D. Mass. 2017). · cites it 3× “15 U.S.C. § 77e(a), (c). Section 5(a) makes it unlawful for anyone to sell, directly or indirectly, securities through the use of any means or instruments of interstate commerce without an effective registration statement.”
— 15 U.S.C. § 77e(1) — 1 case
Twigg v. AbbVie Inc., 2025 IL App (1st) 221581 (Ill. App. Ct. 2025).
— 15 U.S.C. § 77e(2) — 1 case
— 15 U.S.C. § 77e(a) — 552 cases
SEC v. Phan, 500 F.3d 895 (9th Cir. 2007). “The SEC alleged that the defendants violated Section 5 of the 1933 Act, 15 U.S.C. § 77e, which forbids the unregistered sale of securities.”
Sec. & Exch. Comm'n v. CMKM Diamonds, Inc., 729 F.3d 1248 (9th Cir. 2013). “The district court granted summary judgment in favor of the SEC, ruling that 1st Global Stock Transfer, LLC (“Global”), Helen Bagley, and Brian Dvorak (collectively, “Defendants”) participated in an unregistered distribution of securities in violation of Section 5 of the…”
ABN AMRO, Inc. v. Capital Int'l Ltd., 595 F. Supp. 2d 805 (N.D. Ill. 2008). “Those allegations are all that is required to establish a prima facie violation of Section 5 of the 1933 Act, 15 U.S.C. § 77e, for failure to register.”
— 15 U.S.C. § 77e(a)(1) — 17 cases
Albert Parks v. BitConnect Int'l PLC, 25 F.4th 1341 (11th Cir. 2022).
United States v. William J. Johnson, 718 F.2d 1317 (5th Cir. 1983).
State v. Goetz, 312 N.W.2d 1 (N.D. 1981).
In re Smart Tech., Inc. Shareholder Litig., 295 F.R.D. 50 (S.D.N.Y. 2013).
Wilkins v. Hogan Drilling Co., Inc., 471 So. 2d 863 (La. Ct. App. 1985).
— 15 U.S.C. § 77e(a)(2) — 17 cases
United States v. Bowdoin, 770 F. Supp. 2d 142 (D.D.C. 2011).
In re Elec. Data Sys. Corp. \Erisa\" Litig.", 224 F.R.D. 613 (E.D. Tex. 2004).
— 15 U.S.C. § 77e(a)(3) — 1 case
Sec. & Exch. Comm'n v. ETS Payphones Inc., 123 F. Supp. 2d 1349 (N.D. Ga. 2000).
— 15 U.S.C. § 77e(a)(5) — 1 case
— 15 U.S.C. § 77e(a)(8) — 1 case
— 15 U.S.C. § 77e(a)(l) — 14 cases
Pompano-Windy City Partners, Ltd. v. Bear Stearns & Co., 794 F. Supp. 1265 (S.D.N.Y. 1992).
State v. Goetz, 312 N.W.2d 1 (N.D. 1981).
United States v. William J. Johnson, 700 F.2d 163 (5th Cir. 1983).
— 15 U.S.C. § 77e(b) — 17 cases
Sec. & Exch. Comm'n v. Tambone, 597 F.3d 436 (1st Cir. 2010).
Gustafson v. Alloyd Co., 513 U.S. 561 (1995). “See 15 U. S. C. § 77e. Cf. post, at 589 (Thomas, J.”
Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723 (1975). “The reorganization plan was carried out, the offering was registered with the SEC as required by the 1933 Act, and a prospectus was distributed to all offerers as required by § 5 of that Act, 15 U. S. C. § 77e. Somewhat more than 50% of the offered units were actually purchased.”
— 15 U.S.C. § 77e(b)(1) — 3 cases
Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017). “15 U.S.C. § 77e(b)(1); see 17 C.F.R. § 230.”
Ingenito v. Bermec Corp., 441 F. Supp. 525 (S.D.N.Y. 1977).
McFarland v. Memorex Corp., 493 F. Supp. 631 (N.D. Cal. 1980).
— 15 U.S.C. § 77e(b)(2) — 13 cases
Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017). “15 U.S.C. § 77e(b)(1); see 17 C.F.R. § 230.”
Sec. & Exch. Comm'n v. Tambone, 550 F.3d 106 (1st Cir. 2008).
Russo v. Bache Halsey Stuart Shields, Inc., 554 F. Supp. 613 (N.D. Ill. 1982).
— 15 U.S.C. § 77e(b)(l) — 11 cases
Sec. & Exch. Comm'n v. Thomas D. Kienlen Corp., 755 F. Supp. 936 (D. Or. 1991).
Sec. & Exch. Comm'n v. Wills, 472 F. Supp. 1250 (D.D.C. 1978).
Byrnes v. Faulkner, Dawkins & Sullivan, 413 F. Supp. 453 (S.D.N.Y. 1976).
Morgan v. Prudential Grp., Inc., 81 F.R.D. 418 (S.D.N.Y. 1978).
Sagehorn v. Engle, 2006 Cal. Daily Op. Serv. 6478 (Cal. Ct. App. 2006).
— 15 U.S.C. § 77e(c) — 64 cases
Chadbourne & Parke LLP v. Troice, 134 S. Ct. 1058 (2014).
Sec. & Exch. Comm'n v. M & a West Inc., 538 F.3d 1043 (9th Cir. 2008). “Medley was charged with violating Section 5 of the Securities Act of 1933 ("the Act"), 15 U.S.C. § 77e, for selling unregistered securities.”
SEC. & Exch. Comm'n v. Arcturus Corp., 912 F.3d 786 (5th Cir. 2019).
Sec. & Exch. Comm'n v. Esposito, 260 F. Supp. 3d 79 (D. Mass. 2017). “15 U.S.C. § 77e(a), (c). Section 5(a) makes it unlawful for anyone to sell, directly or indirectly, securities through the use of any means or instruments of interstate commerce without an effective registration statement.”
— 15 U.S.C. § 77e(e) — 6 cases
ABN AMRO, Inc. v. Capital Int'l Ltd., 595 F. Supp. 2d 805 (N.D. Ill. 2008). “Those allegations are all that is required to establish a prima facie violation of Section 5 of the 1933 Act, 15 U.S.C. § 77e, for failure to register.”
Sec. & Exch. Comm'n v. Better Life Club of Am., Inc., 995 F. Supp. 167 (D.D.C. 1998).
United States v. Van Allen, 28 F.R.D. 329 (S.D.N.Y. 1961).
Harden v. Raffensperger, Hughes & Co., Inc., 933 F. Supp. 763 (S.D. Ind. 1996).
Chris-Craft Indus., Inc. v. Piper Aircraft Corp., 480 F.2d 341 (2d Cir. 1973).
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.