15 U.S.C. § 78mm

General exemptive authority

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(a) Authority(1) In general

Except as provided in subsection (b), but notwithstanding any other provision of this chapter, the Commission, by rule, regulation, or order, may conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of this chapter or of any rule or regulation thereunder, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors.

(2) Procedures

The Commission shall, by rule or regulation, determine the procedures under which an exemptive order under this section shall be granted and may, in its sole discretion, decline to entertain any application for an order of exemption under this section.

(b) Limitation

The Commission may not, under this section, exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions from section 78o–5 of this title or the rules or regulations issued thereunder or (for purposes of section 78o–5 of this title and the rules and regulations issued thereunder) from any definition in paragraph (42), (43), (44), or (45) of section 78c(a) of this title.

Unless the Commission is expressly authorized by any provision described in this subsection to grant exemptions, the Commission shall not grant exemptions, with respect to amendments made by subtitle B of the Wall Street Transparency and Accountability Act of 2010, with respect to paragraphs (65), (66), (68), (69), (70), (71), (72), (73), (74), (75), (76), and (79) of section 78c(a) of this title, and sections 78j–2(a), 78j–2(b), 78j–2(c), 78m–1, 78o–10, 78q–1(g), 78q–1(h), 78q–1(i), 78q–1(j), 78q–1(k), and 78q–1(l) of this title; provided that the Commission shall have exemptive authority under this chapter with respect to security-based swaps as to the same matters that the Commodity Futures Trading Commission has under the Wall Street Transparency and Accountability Act of 2010 with respect to swaps, including under section 6(c) of title 7.

(June 6, 1934, ch. 404, title I, § 36, as added Pub. L. 104–290, title I, § 105(b), Oct. 11, 1996, 110 Stat. 3424; amended Pub. L. 111–203, title VII, § 772(a), July 21, 2010, 124 Stat. 1801.)Editorial NotesReferences in Text

This chapter, referred to in subsecs. (a)(1) and (c), was in the original “this title”. See References in Text note set out under section 78a of this title.

The Wall Street Transparency and Accountability Act of 2010, referred to in subsec. (c), is title VII of Pub. L. 111–203, July 21, 2010, 124 Stat. 1641, which enacted chapter 109 (§ 8301 et seq.) of this title and enacted and amended numerous other sections and notes in the Code. Subtitle B of the Act enacted subchapter II (§ 8341 et seq.) of chapter 109 and sections 78c–3 to 78c–5, 78j–2, 78m–1, and 78o–10 of this title, amended sections 77b, 77b–1, 77e, 77q, 78c, 78c–1, 78f, 78i, 78j, 78m, 78o, 78p, 78q–1, 78t, 78u–1, 78u–2, 78bb, 78dd, 78mm, 80a–2, and 80b–2 of this title, enacted provisions set out as a note under section 77b of this title, and amended provisions set out as a note under section 78c of this title. For complete classification of this Act to the Code, see Short Title note set out under section 8301 of this title and Tables.

Amendments

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

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.

Notes of Decisions

Cited in 14 cases (5 in the last 5 years), 2003–2026 · leading case: Auto Ind. Pension Trust Fund v. Toshiba Corp., 896 F.3d 933 (9th Cir. 2018).

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Auto Ind. Pension Trust Fund v. Toshiba Corp., 896 F.3d 933 (9th Cir. 2018). · cites it 3× “The Securities and Exchange Commission’s regulation is a reasonable exercise of the express delegation of authority in 15 U.S.C. § 78mm to the Securities and Exchange Commission, so we give controlling weight to the Securities and Exchange Commission’s categorization of OTC Link…”

Nat'l Ass'n of Mfrs. v. Sec. & Exch. Comm'n, 800 F.3d 518 (D.C. Cir. 2015). · cites it 2× “, 15 U.S.C. § 78mm(a)(1); Ala. Power Co. v.”

Nat'l Ass'n of Mfrs. v. Sec. & Exch. Comm'n, 748 F.3d 359 (D.C. Cir. 2014). · cites it 2× “, 15 U.S.C. § 78mm(a)(1); Ala. Power Co. v.”

In Re Initial Pub. Offering Antitrust Litig., 287 F. Supp. 2d 497 (S.D.N.Y. 2003). · cites it 2× “” 15 U.S.C. § 78mm. 4. The SEC’s Pervasive Authority Over SROs As noted earlier, the SEC is empowered to regulate or oversee the regulation of the spectrum of broker-dealer conduct through its pervasive regulation of the NASD and other SROs.”

Cboe Futures Exch., LLC v. SEC, 77 F.4th 971 (D.C. Cir. 2023). · cites it 2× “” 15 U.S.C. § 78mm(a)(1). Exercising that authority, the Order generally exempts “futures contracts on the SPIKES from the definition of ‘security future’ under the Exchange Act,” with certain specified exceptions.”

Esopus Creek Value LP v. Hauf, 913 A.2d 593 (Del. Ch. 2006). “15 U.S.C.A. § 78mm(a). 43 . 887 A.2d at 980-81 , 981 n.”

Nat'l Ass'n of Mfrs. v. Sec. & Exch. Comm'n, 956 F. Supp. 2d 43 (D.D.C. 2013). “any cláss or classes of persons, securities, or transactions, from any provision or provisions of [the Exchange Act] or of any rule or regulation thereunder, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the…”

Zazzali v. 1031 Exch. Grp. LLC (In re DBSI Inc.), 476 B.R. 413 (Bankr. D. Del. 2012). “…gives the SEC the power to exempt persons, securities, and transactions from the '34 Act and the applicable rules. 15 U.S.C. § 78mm.”

Barr v. SEC, 114 F.4th 441 (5th Cir. 2024). “The authority McPherson refers to comes from 15 U.S.C. § 78mm(a)(1), which allows the SEC to “conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of this…”

John Doe v. Sec (Pub. Reissued Opinion) (D.C. Cir. 2026). · cites it 6× “In denying Doe’s request for exemption from the voluntariness requirements, the Commission abused its discretion by perfunctorily restating the statutory policy goals in response to a credible showing that granting an exception would be “necessary or appropriate in the public…”

De Vries v. Tower Semiconductor Ltd., 449 F.3d 286 (2d Cir. 2006). “3416 , 3424 (codified at 15 U.S.C. § 78mm(a)(1)). Using language similar to that of the two other exemptive authority provisions, the general exemptive authority provision authorizes the Commission to exempt by "rule, regulation, or order, any person, security, or transaction,…”

Eugene Ross v. SEC (D.C. Cir. 2022). “In the alternative, Ross urged the Commission to waive the “voluntariness” requirement under 15 U.S.C. § 78mm(a)(1), given his “extraordinary circumstances.”

Show all 14 citing cases →

— 15 U.S.C. § 78mm(a) — 1 case

Esopus Creek Value LP v. Hauf, 913 A.2d 593 (Del. Ch. 2006). “15 U.S.C.A. § 78mm(a). 43 . 887 A.2d at 980-81 , 981 n.”

— 15 U.S.C. § 78mm(a)(1) — 11 cases

Auto Ind. Pension Trust Fund v. Toshiba Corp., 896 F.3d 933 (9th Cir. 2018). “The Securities and Exchange Commission’s regulation is a reasonable exercise of the express delegation of authority in 15 U.S.C. § 78mm to the Securities and Exchange Commission, so we give controlling weight to the Securities and Exchange Commission’s categorization of OTC Link…”

Nat'l Ass'n of Mfrs. v. Sec. & Exch. Comm'n, 800 F.3d 518 (D.C. Cir. 2015). “, 15 U.S.C. § 78mm(a)(1); Ala. Power Co. v.”

Nat'l Ass'n of Mfrs. v. Sec. & Exch. Comm'n, 748 F.3d 359 (D.C. Cir. 2014). “, 15 U.S.C. § 78mm(a)(1); Ala. Power Co. v.”

Cboe Futures Exch., LLC v. SEC, 77 F.4th 971 (D.C. Cir. 2023). “” 15 U.S.C. § 78mm(a)(1). Exercising that authority, the Order generally exempts “futures contracts on the SPIKES from the definition of ‘security future’ under the Exchange Act,” with certain specified exceptions.”

— 15 U.S.C. § 78mm(a)(l) — 3 cases

Nat'l Ass'n of Mfrs. v. Sec. & Exch. Comm'n, 800 F.3d 518 (D.C. Cir. 2015). “, 15 U.S.C. § 78mm(a)(1); Ala. Power Co. v.”

Nat'l Ass'n of Mfrs. v. Sec. & Exch. Comm'n, 748 F.3d 359 (D.C. Cir. 2014). “, 15 U.S.C. § 78mm(a)(1); Ala. Power Co. v.”

John Doe v. Sec (Pub. Reissued Opinion) (D.C. Cir. 2026). “In denying Doe’s request for exemption from the voluntariness requirements, the Commission abused its discretion by perfunctorily restating the statutory policy goals in response to a credible showing that granting an exception would be “necessary or appropriate in the public…”

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