15 U.S.C. § 77j

Information required in prospectus

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(a) Information in registration statement; documents not requiredExcept to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e)—(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), 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). 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.

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), 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), 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, § 10, 48 Stat. 81; June 6, 1934, ch. 404, title II, § 205, 48 Stat. 906; Aug. 10, 1954, ch. 667, title I, § 8, 68 Stat. 685.)Editorial NotesAmendments

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).

Statutory Notes and Related SubsidiariesEffective 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.

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 76 cases (6 in the last 5 years), 1939–2024 · leading case: Gustafson v. Alloyd Co., 513 U.S. 561 (1995).

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Gustafson v. Alloyd Co., 513 U.S. 561 (1995). · cites it 3× “Instead of beginning at the beginning, by first attending to the definition section, the Court starts with § 10, 15 U. S. C. § 77j, a substantive provision.”

Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017). · cites it 2× “” 15 U.S.C. § 77j(b). 70 For years after the passage of the Securities Act, the SEC did not promulgate any rules pursuant to Section 10(b).”

In Re WorldCom, Inc. Erisa Litig., 263 F. Supp. 2d 745 (S.D.N.Y. 2003). · cites it 2× “See Securities Act, Rule 428, 15 U.S.C. § 77j; 17 C.F.R. § 230.428 . The securities laws also require a Section 10(a) prospectus to attach other corporate SEC filings, including the filings giving rise to plaintiffs' third claim.”

Shaw v. Digit. Equip. Corp., 82 F.3d 1194 (1st Cir. 1996). “§ 77g(a); see also 15 U.S.C. § 77j(d) (granting SEC similar authority with respect to prospectuses); 15 U.”

Rankin v. Rots, 278 F. Supp. 2d 853 (E.D. Mich. 2003). · cites it 2× “See Securities Act, Rule 428, 15 U.S.C. § 77j; 17 C.F.R. § 230.428 . The securities laws also require a Section 10(a) prospectus to attach other corporate SEC filings, including the filings giving rise to plaintiffs’ third claim.”

Jadwin v. Minneapolis Star & Tribune Co., 367 N.W.2d 476 (Minn. 1985). · cites it 2× “§ 77e (1982); 15 U.S.C. § 77j (1982). In addition, Jadwin was required to comply with applicable provisions of Minnesota's Blue Sky Laws.”

NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., 693 F.3d 145 (2d Cir. 2012). “We first address NECA’s argument that the district court erred in holding that it lacked standing to assert class claims with respect to Certificates from the 15 Offerings, and from tranches of the 2007-5 and 2007-10 Offerings, from which it did not purchase Certificates.”

Bank One Chicago, N. A. v. Midwest Bank & Trust Co., 516 U.S. 264 (1996). · cites it 2× “, Securities Act of 1933, 15 U. S. C. § 77j(c) (mandating compliance with disclosure requirements established by Securities and Exchange Commission); § 77k (creating *274 right of action in "any court of competent jurisdiction" for violation of those requirements).”

Thompson v. Relationserve Media, Inc., 610 F.3d 628 (11th Cir. 2010). “§ 771 Because the 1933 Act requires, in relevant part, that a prospectus include the “information contained in the registration statement,” 15 U.S.C. § 77j(a)(l), there is substantial overlap between § 11 and § 12.”

Lanfear v. Home Depot, Inc., 679 F.3d 1267 (11th Cir. 2012). “An employer may use the Form S-8 registration statement for its securities that are “offered to its employees or employees of its subsidiaries or parents under any employee benefit plan.” 17 C.F.R. § 239 .16b(a)(l).”

Citibank Global Markets, Inc. v. Rodriguez Santana, 573 F.3d 17 (1st Cir. 2009). “, and for the first time, a claim of securities fraud, alleging violations of section 10b of the Securities Exchange Act, 15 U.S.C. § 77j(b), and Rule 10b-5, 17 C.”

Ballay v. Legg Mason Wood Walker, Inc., 925 F.2d 682 (3rd Cir. 1991). · cites it 4× “Section 10 of the 1933 Act, 15 U.S.C. § 77j, which mandates the information required in a prospectus, clearly ties a prospectus with registration statements filed with the Securities Exchange Commission.”

Show all 76 citing cases →

— 15 U.S.C. § 77j(a) — 9 cases

Gustafson v. Alloyd Co., 513 U.S. 561 (1995). “Instead of beginning at the beginning, by first attending to the definition section, the Court starts with § 10, 15 U. S. C. § 77j, a substantive provision.”

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

In Re Enron Corp. Sec., Deriv. &\ ERISA\" Lit.", 310 F. Supp. 2d 819 (S.D. Tex. 2004).

Faye L. Roth Revocable Trust v. UBS Painewebber Inc., 323 F. Supp. 2d 1279 (S.D. Fla. 2004).

Roer v. Oxbridge Inc., 198 F. Supp. 2d 212 (E.D.N.Y 2001).

— 15 U.S.C. § 77j(a)(1) — 3 cases

Marilyn Casanova v. Michael S. Polsky, Esq., 2023 WI 19 (Wis. 2023).

Richard F. Thompson v. Relationserve Media, Inc. (11th Cir. 2010).

— 15 U.S.C. § 77j(a)(3) — 4 cases

In re Mun. Mortg. & Equity, LLC, 876 F. Supp. 2d 616 (D. Maryland 2012).

Ballay v. Legg Mason Wood Walker, Inc., 925 F.2d 682 (3rd Cir. 1991). “Section 10 of the 1933 Act, 15 U.S.C. § 77j, which mandates the information required in a prospectus, clearly ties a prospectus with registration statements filed with the Securities Exchange Commission.”

Fed. Hous. Fin. Agency v. Countrywide Fin. Corp., 932 F. Supp. 2d 1095 (C.D. Cal. 2013).

— 15 U.S.C. § 77j(a)(4) — 1 case

White v. Melton, 757 F. Supp. 267 (S.D.N.Y. 1991).

— 15 U.S.C. § 77j(a)(l) — 5 cases

Kenneth A. Plante v. Larry Gonzalez, Etc., Jon C. Thomas v. Larry Gonzalez, Etc., 575 F.2d 1119 (5th Cir. 1978).

Nelson v. Quimby Island Reclamation Dist. Facilities Corp., 491 F. Supp. 1364 (N.D. Cal. 1980).

Sec. & Exch. Comm'n v. Graystone Nash, Inc., 820 F. Supp. 863 (D.N.J. 1993).

— 15 U.S.C. § 77j(b) — 22 cases

Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017). “” 15 U.S.C. § 77j(b). 70 For years after the passage of the Securities Act, the SEC did not promulgate any rules pursuant to Section 10(b).”

Pub. Employees' Ret. Sys. v. Merrill Lynch & Co., 277 F.R.D. 97 (S.D.N.Y. 2011).

Alstrin v. St. Paul Mercury Ins., 179 F. Supp. 2d 376 (D. Del. 2002).

— 15 U.S.C. § 77j(c) — 1 case

Bank One Chicago, N. A. v. Midwest Bank & Trust Co., 516 U.S. 264 (1996). “, Securities Act of 1933, 15 U. S. C. § 77j(c) (mandating compliance with disclosure requirements established by Securities and Exchange Commission); § 77k (creating *274 right of action in "any court of competent jurisdiction" for violation of those requirements).”

— 15 U.S.C. § 77j(d) — 1 case

Shaw v. Digit. Equip. Corp., 82 F.3d 1194 (1st Cir. 1996). “§ 77g(a); see also 15 U.S.C. § 77j(d) (granting SEC similar authority with respect to prospectuses); 15 U.”

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