15 U.S.C. § 77h

Taking effect of registration statements and amendments thereto

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(a) Effective date of registration statement

Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement.

(b) Incomplete or inaccurate registration statement

If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare and the registration shall become effective at the time provided in subsection (a) or upon the date of such declaration, whichever date is the later.

An amendment filed after the effective date of the registration statement, if such amendment, upon its face, appears to the Commission not to be incomplete or inaccurate in any material respect, shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.

(d) Untrue statements or omissions in registration statement

If it appears to the Commission at any time that the registration statement 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 not misleading, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice, and after opportunity for hearing (at a time fixed by the Commission) within fifteen days after such notice by personal service or the sending of such telegraphic notice, issue a stop order suspending the effectiveness of the registration statement. When such statement has been amended in accordance with such stop order, the Commission shall so declare and thereupon the stop order shall cease to be effective.

(e) Examination for issuance of stop order

The Commission is empowered to make an examination in any case in order to determine whether a stop order should issue under subsection (d). In making such examination the Commission or any officer or officers designated by it shall have access to and may demand the production of any books and papers of, and may administer oaths and affirmations to and examine, the issuer, underwriter, or any other person, in respect of any matter relevant to the examination, and may, in its discretion, require the production of a balance sheet exhibiting the assets and liabilities of the issuer, or its income statement, or both, to be certified to by a public or certified accountant approved by the Commission. If the issuer or underwriter shall fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such conduct shall be proper ground for the issuance of a stop order.

(f) Notice requirements

Any notice required under this section shall be sent to or served on the issuer, or, in case of a foreign government or political subdivision thereof, to or on the underwriter, or, in the case of a foreign or Territorial person, to or on its duly authorized representative in the United States named in the registration statement, properly directed in each case of telegraphic notice to the address given in such statement.

(May 27, 1933, ch. 38, title I, § 8, 48 Stat. 79; Aug. 22, 1940, ch. 686, title III, § 301, 54 Stat. 857.)Editorial NotesAmendments

1940—Subsec. (a). Act Aug. 22, 1940, amended subsec. (a) generally.

Executive DocumentsTransfer 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, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.

Notes of Decisions

Cited in 83 cases (21 in the last 5 years), 1935–2026 · leading case: Aaron v. Sec. & Exch. Comm'n, 446 U.S. 680 (1980).

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Aaron v. Sec. & Exch. Comm'n, 446 U.S. 680 (1980). · cites it 4× “See also § 8 (b), 15 U. S. C. § 77h (b) (power to withhold registration effectiveness); § 8 (d), 15 U.”

Liu v. SEC. & Exch. Comm'n, 140 S. Ct. 1936 (2020). · cites it 2× “15 U. S. C. §77h–1(e) (“In any cease-and-desist proceeding un- der subsection (a), the Commission may enter an order re- quiring accounting and disgorgement”).”

SEC v. Jarkesy, 603 U.S. 109 (2024). · cites it 3× “1862–1864 (codifed in relevant part as amended at 15 U. S. C. §§ 77h–1(g), 78u–2(a), 80b–3(i)(1)).”

Ernst & Ernst v. Hochfelder, 425 U.S. 185 (1976). · cites it 2× “…the Commission, which is provided with an arsenal of flexible enforcement powers. See, e. g., 1933 Act §§ 8, 19, 20, 15 U. S. C. §§ 77h, 77s, 77t; 1934 Act §§ 9, 19, 21, 15 U. S. C. §§ 78i, 78s, 78u. Section 10 of the 1934 Act makes it "unlawful for any person . . . (b) [t]o…”

SEC v. Jarkesy, 603 U.S. 109 (2024). · cites it 3× “1862–1864 (codified in relevant part as amended at 15 U. S. C. §§77h–1(g), 78u–2(a), 80b–3(i)(1)).”

Lowinger v. Morgan Stanley & Co., 841 F.3d 122 (2d Cir. 2016). “See 15 U.S.C. § 77h. Achieving that purpose requires assurances of control over the disposition of blocs of shares owned by large pre-IPO investors, and lock-up agreements provide that control.”

Oklahoma-Texas Trust v. Sec. & Exch. Comm'n, 100 F.2d 888 (10th Cir. 1939). · cites it 4× “The statement became effective February 19, 1936, pursuant to Section 8(a) of the Securities Act of 1933, as amended, 15 U.S.C.A. § 77h(a). The first public offering of the units was made by-the issuer on February 24, 1936.”

Flint Ridge Dev. Co. v. Scenic Rivers Assn. of Okla., 426 U.S. 776 (1976). “” 9 Compare § 8 (a) of the Securities Act of 1933, 15 U. S. C. § 77h (a), which provides that the registration statement for a *789 securities offering becomes effective within 20 days after it is filed, in the absence of a delaying amendment by the registrant or a stop order…”

Amos Treat & Co., Inc. v. Sec. & Exch. Comm'n, 306 F.2d 260 (D.C. Cir. 1962). · cites it 2× “December 4, 1961, the investigation having been con-eluded, the Commission acting on recommendations by its Division of Corporation Finance, instituted proceedings pursuant to section 8(d) of the Act, 15 U.S.C.A. § 77h(d) to suspend the effectiveness of the South Bay…”

Feit v. Leasco Data Processing Equip. Corp., 332 F. Supp. 544 (E.D.N.Y 1971). · cites it 2× “A considerable in terrorem effect is generated by the SEC’s examination of registration statements and its use of orders refusing to permit registration statements to become effective (15 U.S. C. § 77h(b)) and stop orders when uncorrected misrepresentations appear (15 U.”

Jones v. Sec. & Exch. Comm'n, 79 F.2d 617 (2d Cir. 1935). · cites it 3× “The orders of the commission referred to are to be found in sections 8 (b), 8 (d) and 8 (e), 15 USCA § 77h, subds. (b, d, e), all preceding section 9, which provides for a review of the orders.”

In re Healthsouth Corp. Sec. Litig., 261 F.R.D. 616 (N.D. Ala. 2009). · cites it 2× “For example, the court discussed the role of the SEC in examining the integrity of an offering: A considerable in terrorem effect is generated by the SEC’s examination of registration statements and its use of orders refusing to permit registration statements to become effective…”

Show all 83 citing cases →

— 15 U.S.C. § 77h(2) — 1 case

Schillner v. H. Vaughan Clarke & Co., 134 F.2d 875 (2d Cir. 1943).

— 15 U.S.C. § 77h(a) — 11 cases

United States v. Morgan, 118 F. Supp. 621 (S.D.N.Y. 1953).

Harden v. Raffensperger, Hughes & Co., Inc., 933 F. Supp. 763 (S.D. Ind. 1996).

Oklahoma-Texas Trust v. Sec. & Exch. Comm'n, 100 F.2d 888 (10th Cir. 1939). “The statement became effective February 19, 1936, pursuant to Section 8(a) of the Securities Act of 1933, as amended, 15 U.S.C.A. § 77h(a). The first public offering of the units was made by-the issuer on February 24, 1936.”

Columbia Gen. Inv. Corp. v. Sec. & Exch. Comm'n, 265 F.2d 559 (5th Cir. 1959).

Resources Corp. Int'l v. Sec. & Exch. Comm'n, 103 F.2d 929 (D.C. Cir. 1939).

— 15 U.S.C. § 77h(b) — 2 cases

Feit v. Leasco Data Processing Equip. Corp., 332 F. Supp. 544 (E.D.N.Y 1971). “A considerable in terrorem effect is generated by the SEC’s examination of registration statements and its use of orders refusing to permit registration statements to become effective (15 U.S. C. § 77h(b)) and stop orders when uncorrected misrepresentations appear (15 U.”

In re Healthsouth Corp. Sec. Litig., 261 F.R.D. 616 (N.D. Ala. 2009). “For example, the court discussed the role of the SEC in examining the integrity of an offering: A considerable in terrorem effect is generated by the SEC’s examination of registration statements and its use of orders refusing to permit registration statements to become effective…”

— 15 U.S.C. § 77h(c) — 1 case

First Multifund for Daily Income, Inc. v. United States, 221 Ct. Cl. 123 (Ct. Cl. 1979).

— 15 U.S.C. § 77h(d) — 15 cases

Sec. & Exch. Comm'n v. Manor Nursing Centers, Inc., 458 F.2d 1082 (2d Cir. 1972).

Amos Treat & Co., Inc. v. Sec. & Exch. Comm'n, 306 F.2d 260 (D.C. Cir. 1962). “December 4, 1961, the investigation having been con-eluded, the Commission acting on recommendations by its Division of Corporation Finance, instituted proceedings pursuant to section 8(d) of the Act, 15 U.S.C.A. § 77h(d) to suspend the effectiveness of the South Bay…”

— 15 U.S.C. § 77h(e) — 8 cases

The Wolf Corp. v. Sec. & Exch. Comm'n, 317 F.2d 139 (D.C. Cir. 1963).

Dichter-Mad Fam. Partners, LLP v. United States, 707 F. Supp. 2d 1016 (C.D. Cal. 2010).

Jones v. Kennedy, 121 F.2d 40 (D.C. Cir. 1941).

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