15 U.S.C. § 77q

Fraudulent interstate transactions

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(a) Use of interstate commerce for purpose of fraud or deceitIt shall be unlawful for any person in the offer or sale of any securities (including security-based swaps) or any security-based swap agreement (as defined in section 78c(a)(78) 11 See References in Text note below. of this title) by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly—(1) to employ any device, scheme, or artifice to defraud, or(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.(b) Use of interstate commerce for purpose of offering for sale

It shall be unlawful for any person, by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, to publish, give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, investment service, or communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.

The exemptions provided in section 77c of this title shall not apply to the provisions of this section.

(d) Authority with respect to security-based swap agreements

The authority of the Commission under this section with respect to security-based swap agreements (as defined in section 78c(a)(78) of this title) shall be subject to the restrictions and limitations of section 77b–1(b) of this title.

(May 27, 1933, ch. 38, title I, § 17, 48 Stat. 84; Aug. 10, 1954, ch. 667, title I, § 10, 68 Stat. 686; Pub. L. 106–554, § 1(a)(5) [title III, § 302(b), (c)], Dec. 21, 2000, 114 Stat. 2763, 2763A–452; Pub. L. 111–203, title VII, § 762(c)(2), July 21, 2010, 124 Stat. 1759.)Editorial NotesReferences in Text

Section 78c(a)(78) of this title, referred to in subsec. (a), was in the original “section 3(a)(78) of the Securities Exchange Act”, and was translated as meaning section 3(a)(78) of act June 6, 1934, ch. 404, to reflect the probable intent of Congress.

Amendments

2010—Subsec. (a). Pub. L. 111–203, § 762(c)(2)(A), in introductory provisions, inserted “(including security-based swaps)” after “securities” and substituted “(as defined in section 78c(a)(78) of this title)” for “(as defined in section 206B of the Gramm-Leach-Bliley Act)”.

Subsec. (d). Pub. L. 111–203, § 762(c)(2)(B), substituted “78c(a)(78) of this title” for “206B of the Gramm-Leach-Bliley Act”.

2000—Subsec. (a). Pub. L. 106–554, § 1(a)(5) [title III, § 302(b)], amended subsec. (a) generally. Prior to amendment, subsec. (a) read as follows: “It shall be unlawful for any person in the offer or sale of any securities by the use of any means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly—

“(1) to employ any device, scheme, or artifice to defraud, or

“(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or

“(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.”

Subsec. (d). Pub. L. 106–554, § 1(a)(5) [title III, § 302(c)], added subsec. (d).

1954—Subsec. (a). Act Aug. 10, 1954, inserted “offer or” before “sale” in introductory text.

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.

Notes of Decisions

Cited in 2,270 cases (234 in the last 5 years), 1935–2026 · leading case: Lorenzo v. SEC. & Exch. Comm'n

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Lorenzo v. SEC. & Exch. Comm'n (2019) scotus · cites it 6× “" 15 U.S.C. § 77q "(a) Use of interstate commerce for purpose of fraud or deceit "It shall be unlawful for any person in the offer or sale of any securities (including security-based swaps) or any security-based swap agreement .”

Securities & Exchange Commission v. Tambone (2008) ca1 · cites it 14× “22; see also 15 U.S.C. § 77q; 17 C.F.R. § 240 .10b-5. First, whereas section 17(a) applies only to brokers and dealers selling or offering to sell securities, Rule 10b-5 explicitly covers "any person" who commits a fraudulent act "in connection with the purchase or sale of any…”

Rubin v. United States (1981) scotus · cites it 8× “We granted certiorari in this case to decide whether a pledge of stock to a bank as collateral for a loan is an "offer or sale" of a security under § 17 (a) of the Securities Act of 1933, 15 U. S. C. § 77q (a). I Late in 1972, petitioner became vice president of Tri-State…”

United States Securities & Exchange Commission v. Wey (2017) nysd · cites it 8× “” 15 U.S.C. § 77q(a). To violate Section 10(b) and Rule 10b-5, “a party must have (1) made a material misrepresentation or a material omission as to which he had a duty to speak, or used a fraudulent device; (2) with scienter; (3) in connection with the purchase or sale of…”

United States Securities & Exchange Commission v. Kahlon (2017) ca5 · cites it 8× “…SEC v. Curshen, 372 F. App’x 872, 875 (10th Cir. 2010) (“Curshen’s conduct violated 15 U.S.C. § 78j(b) (“§ 10(b)”), 15 U.S.C. § 77q(a) (“§§ 17(a)(1)–(3)”), 15 U.S.C. § 77q(b) (“§ 17(b)”), and 17 C.F.R. § 240 .10b–5 (“Rule 10b–5”).”); SEC v. Simmons, 241 F. App’x 660, 662…”

SEC. & Exch. Comm'n v. Scoville (2019) ca10 · cites it 8× “15 U.S.C. § 77q(a)(1), (3). 3 Section 10 provides, in relevant part: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange— .”

Dirks v. Securities & Exchange Commission (1983) scotus · cites it 6× “84 , as amended, 15 U. S. C. § 77q(a), [5] § 10(b) of the Securities *651 Exchange Act of 1934, 48 Stat.”

Aaron v. Securities & Exchange Commission (1980) scotus · cites it 5× “84 , as amended, 15 U. S. C. § 77q (a), and § 10 (b) of the 1934 Act, 48 Stat.”

Securities & Exchange Commission v. Lawbaugh (2005) mdd · cites it 4× “Background The SEC filed the complaint in this matter on September 29, 2003, alleging securities fraud in violation of section 17(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a); section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.”

Malouf v. SEC. & Exch. Comm'n (2019) ca10 · cites it 5× “The second category is enshrined in • Rule 10b-5(a) and the Securities Act of 1933 § 17(a)(1), which prohibit the employment of a fraudulent "device, scheme, or artifice" and • Rule 10b-5(c), which prohibits engagement in an "act, practice, or course of business" operating as a…”

Ballesteros v. Galectin Therapeutics, Inc. (2016) ca11 · cites it 4× “See 15 U.S.C. § 77q(b). This way, the payment disclosure will be right in the article itself.”

SEC v. Jarkesy (2024) scotus · cites it 4× “15 U. S. C. § 77q(a)(2). As implemented by Rule 10b–5, Section 10(b) prohibits using “any device, scheme, or artifce to defraud,” making “untrue statement[s] of .”

Show all 2,270 citing cases →

— 15 U.S.C. § 77q(1) — 1 case

PICKHOLZ v. TRANSPARENTBUSINESS, INC. (2025) njd

— 15 U.S.C. § 77q(2) — 1 case

Rudolph v. Lynch (1984) ilnd

— 15 U.S.C. § 77q(2)(a) — 1 case

Securities & Exchange Commission v. Tambone (2008) ca1 “22; see also 15 U.S.C. § 77q; 17 C.F.R. § 240 .10b-5. First, whereas section 17(a) applies only to brokers and dealers selling or offering to sell securities, Rule 10b-5 explicitly covers "any person" who commits a fraudulent act "in connection with the purchase or sale of any…”

— 15 U.S.C. § 77q(a) — 1523 cases

United States Securities & Exchange Commission v. Wey (2017) nysd “” 15 U.S.C. § 77q(a). To violate Section 10(b) and Rule 10b-5, “a party must have (1) made a material misrepresentation or a material omission as to which he had a duty to speak, or used a fraudulent device; (2) with scienter; (3) in connection with the purchase or sale of…”

Dirks v. Securities & Exchange Commission (1983) scotus “84 , as amended, 15 U. S. C. § 77q(a), [5] § 10(b) of the Securities *651 Exchange Act of 1934, 48 Stat.”

Securities & Exchange Commission v. Lawbaugh (2005) mdd “Background The SEC filed the complaint in this matter on September 29, 2003, alleging securities fraud in violation of section 17(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a); section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.”

Securities & Exchange Commission v. Wolfson (2008) ca10

United States Securities & Exchange Commission v. Kahlon (2017) ca5 “…SEC v. Curshen, 372 F. App’x 872, 875 (10th Cir. 2010) (“Curshen’s conduct violated 15 U.S.C. § 78j(b) (“§ 10(b)”), 15 U.S.C. § 77q(a) (“§§ 17(a)(1)–(3)”), 15 U.S.C. § 77q(b) (“§ 17(b)”), and 17 C.F.R. § 240 .10b–5 (“Rule 10b–5”).”); SEC v. Simmons, 241 F. App’x 660, 662…”

— 15 U.S.C. § 77q(a)(1) — 119 cases

SEC. & Exch. Comm'n v. Scoville (2019) ca10 “15 U.S.C. § 77q(a)(1), (3). 3 Section 10 provides, in relevant part: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange— .”

Lorenzo v. SEC. & Exch. Comm'n (2019) scotus “" 15 U.S.C. § 77q "(a) Use of interstate commerce for purpose of fraud or deceit "It shall be unlawful for any person in the offer or sale of any securities (including security-based swaps) or any security-based swap agreement .”

Malouf v. SEC. & Exch. Comm'n (2019) ca10 “The second category is enshrined in • Rule 10b-5(a) and the Securities Act of 1933 § 17(a)(1), which prohibit the employment of a fraudulent "device, scheme, or artifice" and • Rule 10b-5(c), which prohibits engagement in an "act, practice, or course of business" operating as a…”

Gonnella v. Securities and Exchange Commission (2020) ca2

Holmes v. Securities Investor Protection Corporation (1992) scotus

— 15 U.S.C. § 77q(a)(2) — 153 cases

SEC v. Jarkesy (2024) scotus “15 U. S. C. § 77q(a)(2). As implemented by Rule 10b–5, Section 10(b) prohibits using “any device, scheme, or artifce to defraud,” making “untrue statement[s] of .”

Sec. & Exch. Comm'n v. RPM Int'l, Inc. (2017) cadc

United States Securities & Exchange Commission v. Quan (2016) ca8

Securities & Exchange Commission v. Tambone (2010) ca1

— 15 U.S.C. § 77q(a)(3) — 44 cases

SEC v. Morrone (2021) ca1

United States Securities & Exchange Commission v. Quan (2016) ca8

Securities & Exchange Commission v. Thompson (2017) nysd

— 15 U.S.C. § 77q(a)(l) — 87 cases

United States v. Dowlin (2005) ca10

United States Securities & Exchange Commission v. Quan (2016) ca8

Securities and Exchange Commission v. Nacchio (2006) cod

Holmes v. Securities Investor Protection Corporation (1992) scotus

Tirapelli v. Advanced Equities, Inc. (2004) illappct

— 15 U.S.C. § 77q(aX2) — 1 case

Securities & Exchange Commission v. National Executive Planners, Ltd. (1980) ncmd

— 15 U.S.C. § 77q(a_) — 1 case

Otis & Co. v. Securities and Exchange Commission (1939) ca6

— 15 U.S.C. § 77q(b) — 40 cases

Ballesteros v. Galectin Therapeutics, Inc. (2016) ca11 “See 15 U.S.C. § 77q(b). This way, the payment disclosure will be right in the article itself.”

Noto v. 22nd Century Grp. (2022) ca2

Securities & Exchange Commission v. Thompson (2017) nysd

Securities & Exchange Commission v. Wall Street Publishing Institute, Inc., D/B/A Stock Market Magazine (1988) cadc

— 15 U.S.C. § 77q(c) — 22 cases

John Daniel v. International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America (1977) ca7

Fed. Sec. L. Rep. P 95,751 Securities and Exchange Commission v. World Radio Mission, Inc. (1976) ca1

Fed. Sec. L. Rep. P 95,903 United States of America v. Fred C. Tallant, Sr., and William M. Womack, Jr. (1977) ca5

Fed. Sec. L. Rep. P 93,517 Henry T. Sanders v. John Nuveen & Co., Inc., Henry T. Sanders v. John Nuveen & Co., Inc. (1972) ca7

Thiele v. Shields (1955) nysd

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