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, 139 S. Ct. 1094 (2019).

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Lorenzo v. SEC. & Exch. Comm'n, 139 S. Ct. 1094 (2019). · 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 .”

Sec. & Exch. Comm'n v. Tambone, 550 F.3d 106 (1st Cir. 2008). · 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, 449 U.S. 424 (1981). · 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 Sec. & Exch. Comm'n v. Wey, 246 F. Supp. 3d 894 (S.D.N.Y. 2017). · 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 Sec. & Exch. Comm'n v. Kahlon, 873 F.3d 500 (5th Cir. 2017). · 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, 913 F.3d 1204 (10th Cir. 2019). · 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. Sec. & Exch. Comm'n, 463 U.S. 646 (1983). · 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. Sec. & Exch. Comm'n, 446 U.S. 680 (1980). · cites it 5× “84 , as amended, 15 U. S. C. § 77q (a), and § 10 (b) of the 1934 Act, 48 Stat.”

Sec. & Exch. Comm'n v. Lawbaugh, 359 F. Supp. 2d 418 (D. Maryland 2005). · 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, 933 F.3d 1248 (10th Cir. 2019). · 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., 843 F.3d 1257 (11th Cir. 2016). · 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, 603 U.S. 109 (2024). · 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. (D.N.J. 2025).

— 15 U.S.C. § 77q(2) — 1 case

Rudolph v. Lynch, 100 F.R.D. 807 (N.D. Ill. 1984).

— 15 U.S.C. § 77q(2)(a) — 1 case

Sec. & Exch. Comm'n v. Tambone, 550 F.3d 106 (1st Cir. 2008). “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 Sec. & Exch. Comm'n v. Wey, 246 F. Supp. 3d 894 (S.D.N.Y. 2017). “” 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. Sec. & Exch. Comm'n, 463 U.S. 646 (1983). “84 , as amended, 15 U. S. C. § 77q(a), [5] § 10(b) of the Securities *651 Exchange Act of 1934, 48 Stat.”

Sec. & Exch. Comm'n v. Lawbaugh, 359 F. Supp. 2d 418 (D. Maryland 2005). “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.”

Sec. & Exch. Comm'n v. Wolfson, 539 F.3d 1249 (10th Cir. 2008).

United States Sec. & Exch. Comm'n v. Kahlon, 873 F.3d 500 (5th Cir. 2017). “…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, 913 F.3d 1204 (10th Cir. 2019). “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, 139 S. Ct. 1094 (2019). “" 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, 933 F.3d 1248 (10th Cir. 2019). “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. Sec. & Exch. Comm'n, 954 F.3d 536 (2d Cir. 2020).

Holmes v. Sec. Inv. Prot. Corp., 503 U.S. 258 (1992).

— 15 U.S.C. § 77q(a)(2) — 153 cases

SEC v. Jarkesy, 603 U.S. 109 (2024). “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., 282 F. Supp. 3d 1 (D.C. Cir. 2017).

United States Sec. & Exch. Comm'n v. Quan, 817 F.3d 583 (8th Cir. 2016).

Sec. & Exch. Comm'n v. Tambone, 597 F.3d 436 (1st Cir. 2010).

— 15 U.S.C. § 77q(a)(3) — 44 cases

SEC v. Morrone, 997 F.3d 52 (1st Cir. 2021).

United States Sec. & Exch. Comm'n v. Quan, 817 F.3d 583 (8th Cir. 2016).

Sec. & Exch. Comm'n v. Thompson, 238 F. Supp. 3d 575 (S.D.N.Y. 2017).

— 15 U.S.C. § 77q(a)(l) — 87 cases

United States v. Dowlin, 408 F.3d 647 (10th Cir. 2005).

United States Sec. & Exch. Comm'n v. Quan, 817 F.3d 583 (8th Cir. 2016).

Sec. & Exch. Comm'n v. Nacchio, 438 F. Supp. 2d 1266 (D. Colo. 2006).

Holmes v. Sec. Inv. Prot. Corp., 503 U.S. 258 (1992).

Tirapelli v. Advanced Equities, Inc., 813 N.E.2d 1138 (Ill. App. Ct. 2004).

— 15 U.S.C. § 77q(aX2) — 1 case

Sec. & Exch. Comm'n v. Nat'l Exec. Planners, Ltd., 503 F. Supp. 1066 (M.D.N.C. 1980).

— 15 U.S.C. § 77q(a_) — 1 case

Otis & Co. v. Sec. & Exch. Comm'n, 106 F.2d 579 (6th Cir. 1939).

— 15 U.S.C. § 77q(b) — 40 cases

Ballesteros v. Galectin Therapeutics, Inc., 843 F.3d 1257 (11th Cir. 2016). “See 15 U.S.C. § 77q(b). This way, the payment disclosure will be right in the article itself.”

Noto v. 22nd Century Grp., 35 F.4th 95 (2d Cir. 2022).

Sec. & Exch. Comm'n v. Thompson, 238 F. Supp. 3d 575 (S.D.N.Y. 2017).

Sec. & Exch. Comm'n v. Wall Street Publ'g Inst., Inc., D/B/A Stock Mkt. Magazine, 851 F.2d 365 (D.C. Cir. 1988).

— 15 U.S.C. § 77q(c) — 22 cases

John Daniel v. Int'l Bhd. of Teamsters, Chauffeurs, Warehousemen & Helpers of Am., 561 F.2d 1223 (7th Cir. 1977).

Fed. Sec. L. Rep. P 95,751 Sec. & Exch. Comm'n v. World Radio Mission, Inc., 544 F.2d 535 (1st Cir. 1976).

Fed. Sec. L. Rep. P 95,903 United States of Am. v. Fred C. Tallant, Sr., & William M. Womack, Jr., 547 F.2d 1291 (5th Cir. 1977).

Fed. Sec. L. Rep. P 93,517 Henry T. Sanders v. John Nuveen & Co., Inc., Henry T. Sanders v. John Nuveen & Co., Inc., 463 F.2d 1075 (7th Cir. 1972).

Thiele v. Shields, 131 F. Supp. 416 (S.D.N.Y. 1955).

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