(a) Reports by issuer of security;
contents. Every issuer of a security registered pursuant to section
12 of this title shall file with the Commission, in accordance with
such rules and regulations as the Commission may prescribe as necessary
or appropriate for the proper protection of investors and to insure
fair dealing in the security—
(1) such information and documents (and such copies thereof) as the
Commission shall require to keep reasonably current the information
and documents required to be included in or filed with an application
or registration statement filed pursuant to section 12, except that
the Commission may not require the filing of any material contract
wholly executed before July 1, 1962.
(2) such annual reports (and such copies thereof), certified if required
by the rules and regulations of the Commission by independent public
accountants, and such quarterly reports (and such copies thereof),
as the Commission may prescribe.
Every issuer of
a security registered on a national securities exchange shall also
file a duplicate original of such information, documents, and reports
with the exchange. In any registration statement, periodic report,
or other reports to be filed with the Commission, an emerging growth
company need not present selected financial data in accordance with
section 229.301 of title 17, Code of Federal Regulations, for any
period prior to the earliest audited period presented in connection
with its first registration statement that became effective under
this Act or the Securities Act of 1933 and, with respect to any such
statement or reports, an emerging growth company may not be required
to comply with any new or revised financial accounting standard until
such date that a company that is not an issuer (as defined under section
2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) is required
to comply with such new or revised accounting standard, if such standard
applies to companies that are not issuers.
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(b) Form of report; books, records, and internal accounting; directives.
(1) The Commission may
prescribe, in regard to reports made pursuant to this title, the form
or forms in which the required information shall be set forth, the
items or details to be shown in the balance sheet and the earnings
statement, and the methods to be followed in the preparation of reports,
in the appraisal or valuation of assets and liabilities, in the determination
of depreciation and depletion, in the differentiation of recurring
and nonrecurring income, in the differentiation of investment and
operating income, and in the preparation, where the Commission deems
it necessary or desirable, of separate and/or consolidated balance
sheets or income accounts of any person directly or indirectly controlling
or controlled by the issuer, or any person under direct or indirect
common control with the issuer; but in the case of the reports of
any person whose methods of accounting are prescribed under the provisions
of any law of the United States, or any rule or regulation thereunder,
the rules and regulations of the Commission with respect to reports
shall not be inconsistent with the requirements imposed by such law
or rule or regulation in respect of the same subject matter (except that such
rules and regulations of the Commission may be inconsistent with such
requirements to the extent that the Commission determines that the
public interest or the protection of investors so requires).
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(2) Every issuer which has a class of securities
registered pursuant to section 12 of this title and every issuer which
is required to file reports pursuant to section 15(d) of this title
shall—
(A) make and
keep books, records, and accounts, which, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets
of the issuer;
(B) devise and
maintain a system of internal accounting controls sufficient to provide
reasonable assurances that—
(i) transactions are executed in accordance with management’s general
or specific authorization;
(ii) transactions
are recorded as necessary (I) to permit preparation of financial statements
in conformity with generally accepted accounting principles or any
other criteria applicable to such statements, and (II) to maintain
accountability for assets;
(iii) access
to assets is permitted only in accordance with management’s general or specific
authorization; and
(iv) the recorded
accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect
to any differences; and
(C) notwithstanding any other provision
of law, pay the allocable share of such issuer of a reasonable annual
accounting support fee or fees, determined in accordance with section
109 of the Sarbanes-Oxley Act of 2002.
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(3) (A) With respect to matters
concerning the national security of the United States, no duty or
liability under paragraph (2) of this subsection shall be imposed
upon any person acting in cooperation with the head of any Federal
department or agency responsible for such matters if such act in cooperation
with such head of a department or agency was done upon the specific,
written directive of the head of such department or agency pursuant
to Presidential authority to issue such directives. Each directive
issued under this paragraph shall set forth the specific facts and
circumstances with respect to which the provisions of this paragraph
are to be invoked. Each such directive shall, unless renewed in writing,
expire one year after the date of issuance.
(B) Each head of a Federal department
or agency of the United States who issues a directive pursuant to
this paragraph shall maintain a complete file of all such directives
and shall, on October 1 of each year, transmit a summary of matters
covered by such directives in force at any time during the previous
year to the Permanent Select Committee on Intelligence of the House
of Representatives and the Select Committee on Intelligence of the
Senate.
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(4) No criminal liability
shall be imposed for failing to comply with the requirements of paragraph
(2) of this subsection except as provided in paragraph (5) of this
subsection.
(5) No person shall
knowingly circumvent or knowingly fail to implement a system of internal
accounting controls or knowingly falsify any book, record, or account
described in paragraph (2).
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(6) Where an issuer which has a class of securities registered pursuant
to section 12 of this title or an issuer which is required to file
reports pursuant to section 15(d) of this title holds 50 per centum
or less of the voting power with respect to a domestic or foreign
firm, the provisions of paragraph (2) require only that the issuer
proceed in good faith to use its influence, to the extent reasonable
under the issuer’s circumstances, to cause such domestic or foreign
firm to devise and maintain a system of internal accounting controls
consistent with paragraph (2). Such circumstances include the relative
degree of the issuer’s ownership of the domestic or foreign firm and
the laws and practices governing the business operations of the country
in which such firm is located. An issuer which demonstrates good faith
efforts to use such influence shall be conclusively presumed to have
complied with the requirements of paragraph (2).
(7) For the purpose of paragraph (2) of
this subsection, the terms “reasonable assurances” and “reasonable
detail” mean such level of detail and degree of assurance as would
satisfy prudent officials in the conduct of their own affairs.
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(c) Alternative reports. If in
the judgment of the Commission any report required under subsection
(a) is inapplicable to any specified class or classes of issuers,
the Commission shall require in lieu thereof the submission of such
reports of comparable character as it may deem applicable to such
class or classes of issuers.
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(d) Reports by persons acquiring more than five per centum of certain
classes of securities.
(1)
Any person who, after acquiring directly or indirectly the beneficial
ownership of any equity security of a class which is registered pursuant
to section 6 of this title, or any equity security of an insurance
company which would have been required to be so registered except
for the exemption contained in section 12(g)(2)(G) of this title,
or any equity security issued by a closed-end investment company registered
under the Investment Company Act of 1940 or any equity security issued
by a Native Corporation pursuant to section 37(d)(6) of the Alaska
Native Claims Settlement Act, or otherwise becomes or is deemed to
become a beneficial owner of any of the foregoing upon the purchase
or sale of a security-based swap that the Commission may define by
rule, and is directly or indirectly the beneficial owner of more than
5 per centum of such class shall, within ten days after such acquisition,
or within such shorter time as the Commission may establish by rule,
file with the Commission, a statement containing such of the following
information, and such additional information, as the Commission may
by rules and regulations, prescribe as necessary or appropriate in
the public interest or for the protection of investors—
(A) the background, and identify,
residence, and citizenship of, and the nature of such beneficial ownership
by, such person and all other persons by whom or on whose behalf the
purchases have been or are to be effected,
(B) the source and amount of the funds
or other consideration used or to be used in making the purchases,
and if any part of the purchase price is represented or is to be represented
by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, or trading such security, a description
of the transaction and the names of the parties thereto, except that
where a source of funds is a loan made in the ordinary course of business
by a bank, as defined in section 3(a)(6) of this title, if the person
filing such statement so requests, the name of the bank shall not
be made available to the public.
(C) if the purpose of the purchases or prospective purchases is to
acquire control of the business of the issuer of the securities, any
plans or proposals which such persons may have to liquidate such issuer,
to sell its assets to or merge it with any other persons, or to make
any other major change in its business or corporate structure;
(D) the number of shares of such
security which are beneficially owned, and the number of shares concerning
which there is a right to acquire, directly or indirectly, by (i)
such person, and (ii) by each associate of such person, giving the
background, identity, residence, and citizenship of each such associate;
and
(E) information as to any
contracts, arrangements, or understandings with any person with respect
to any securities of the issuer, including but not limited to transfer
of any of the securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or guaranties
of profits, division of losses or profits, or the giving or withholding
of proxies, naming the persons with whom such contracts, arrangements,
or understandings have been entered into, and giving the details thereof.
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(2) If any material change occurs in
the facts set forth in the statement filed with the Commission, an
amendment shall be filed with the Commission, in accordance with such
rules and regulations as the Commission may prescribe as necessary
or appropriate in the public interest or for the protection of investors.
(3) When two or more persons act as
a partnership, limited partnership, syndicate, or other group for
the purpose of acquiring, holding, or disposing of securities of an
issuer, such syndicate or group shall be deemed a “person” for the
purposes of this subsection.
(4)
In determining, for purposes of this subsection, any percentage of
a class of any security, such class shall be deemed to consist of the amount
of the outstanding securities of such class, exclusive of any securities
of such class held by or for the account of the issuer or a subsidiary
of the issuer.
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(5) The Commission, by rule or regulation
or by order, may permit any person to file in lieu of the statement
required by paragraph (1) of this subsection or the rules and regulations
thereunder, a notice stating the name of such person, the number of
shares of any equity securities subject to paragraph (1) which are
owned by him, the date of their acquisition and such other information
as the Commission may specify, if it appears to the Commission that
such securities were acquired by such person in the ordinary course
of his business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
nor in connection with or as a participant in any transaction having
such purpose or effect.
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(6) The provisions of
this subsection shall not apply to—
(A) any acquisition or offer to acquire
securities made or proposed to be made by means of a registration
statement under the Securities Act of 1933;
(B) any acquisition of the beneficial
ownership of a security which, together with all other acquisitions
by the same person of securities of the same class during the preceding
twelve months, does not exceed 2 per centum of that class;
(C) any acquisition of an equity security
by the issuer of such security;
(D) any acquisition or proposed acquisition of a security which the
Commission, by rules or regulations or by order, shall exempt from
the provisions of this subsection as not entered into for the purpose
of, and not having the effect of, changing or influencing the control
of the issuer or otherwise as not comprehended within the purposes
of this subsection.
5-097
(e) Purchase of securities by issuer.
(1) It shall be unlawful for an issuer
which has a class of equity securities registered pursuant to section
12 of this title, or which is a closed-end investment company registered
under the Investment Company Act of 1940, to purchase any equity security
issued by it if such purchase is in contravention of such rules and
regulations as the Commission, in the public interest or for the protection
of investors, may adopt (A) to define acts and practices which are
fraudulent, deceptive, or manipulative, and (B) to prescribe means
reasonably designed to prevent such acts and practices. Such rules
and regulations may require such issuer to provide holders of equity
securities of such class with such information relating to the reasons
for such purchase, the source of funds, the number of shares to be
purchased, the price to be paid for such securities, the method of
purchase, and such additional information, as the Commission deems
necessary or appropriate in the public interest or for the protection
of investors, or which the Commission deems to be material to a determination
whether such security should be sold.
5-098
(2) For the purpose of this subsection, a purchase by or for the
issuer or any person controlling, controlled by, or under common control
with the issuer, or a purchase subject to control of the issuer or
any such person, shall be deemed to be a purchase by the issuer. The
Commission shall have power to make rules and regulations implementing
this paragraph in the public interest and for the protection of investors,
including exemptive rules and regulations covering situations in which
the Commission deems it unnecessary or inappropriate that a purchase
of the type described in this paragraph shall be deemed to be a purchase
by the issuer for purposes of some or all of the provisions of paragraph
(1) of this subsection.
(3) At the
time of filing such statement as the Commission may require by rule
pursuant to paragraph (1) of this subsection, the person making the
filing shall pay to the Commission a fee at a rate that, subject to
paragraph (4) is equal to $92 per $1,000,000 of the value of securities
proposed to be purchased. The fee shall be reduced with respect to
securities in an amount equal to any fee paid with respect to any
securities issued in connection with the proposed transaction under
section 6(b) of the Securities Act of 1933, or the fee paid under
that section shall be reduced in an amount equal to the fee paid to
the Commission in connection with such transaction under this paragraph.
5-098.1
(4) For each fiscal year, the Commission
shall by order adjust the rate required by paragraph (3) for such
fiscal year to a rate that is equal to the rate (expressed in dollars
per million) that is applicable under section 6(b) of the Securities
Act of 1933 for such fiscal year.
(5) Fees collected pursuant to this subsection for fiscal year 2012
and each fiscal year thereafter shall be deposited and credited as
general revenue of the Treasury and shall not be available for obligation.
(6) In exercising its authority under
this subsection, the Commission shall not be required to comply with
the provisions of section 553 of title 5, United States Code. An adjusted
rate prescribed under paragraph (4) shall be published and take effect
in accordance with section 6(b) of the Securities Act of 1933 (15
U.S.C. 77f(b)).
(7) The rates per
$1,000,000 required by this subsection shall be applied pro rata to
amounts and balances of less than $1,000,000.
5-099
(f) Reports by institutional investment managers.
(1) Every institutional
investment manager which uses the mails, or any means or instrumentality
of interstate commerce in the course of its business as an institutional
investment manager and which exercises investment discretion with
respect to accounts holding equity securities of a class described
in subsection (d)(1) of this section or otherwise becomes or is deemed
to become a beneficial owner of any security of a class described
in subsection (d)(1) upon the purchase or sale of a security-based
swap that the Commission may define by rule, having an aggregate fair
market value on the last trading day in any of the preceding twelve
months of at least $100,000,000 or such lesser amount (but in no case
less than $10,000,000) as the Commission, by rule, may determine,
shall file reports with the Commission in such form, for such periods,
and at such times after the end of such periods as the Commission,
by rule, may prescribe, but in no event shall such reports be filed
for periods longer than one year or shorter than one quarter. Such
reports shall include for each such equity security held on the last
day of the reporting period by accounts (in aggregate or by type as
the Commission, by rule, may prescribe) with respect to which the
institutional investment manager exercises investment discretion (other
than securities held in amounts which the Commission, by rule, determines
to be insignificant for purposes of this subsection), the name of
the issuer and the title, class, CUSIP number, number of shares or
principal amount, and aggregate fair market value of each such security.
Such reports may also include for accounts (in aggregate or by type)
with respect to which the institutional investment manager exercises
investment discretion such of the following information as the Commission,
by rule, prescribes—
(A) the name of the issuer and the title, class, CUSIP number, number
of shares or principal amount, and aggregate fair market value or
cost or amortized cost of each other security (other than an exempted
security) held on the last day of the reporting period by such accounts;
(B) the aggregate fair market value
or cost or amortized cost of exempted securities (in aggregate or
by class) held on the last day of the reporting period by such accounts;
(C) the number of shares of each
equity security of a class described in section 13(d)(1) of this title
held on the last day of the reporting period by such accounts with
respect to which the institutional investment manager possesses sole
or shared authority to exercise the voting rights evidenced by such
securities;
(D) the aggregate
purchases and aggregate sales during the reporting period of each
security (other than an exempted security) effected by or for such
accounts; and
(E) with respect
to any transaction or series of transactions having a market value
of at least $500,000 or such other amount as the Commission, by rule,
may determine, effected during the reporting period by or for such
accounts in any equity security of a class described in section 13(d)(1)
of this title—
(i) the
name of the issuer and the title, class, and CUSIP number of the security;
(ii) the number of shares or principal
amount of the security involved in the transaction;
(iii) whether the transaction was a purchase
or sale;
(iv) the per share price or
prices at which the transaction was effected;
(v) the date or dates of the transaction;
(vi) the date or dates of the settlement
of the transaction;
(vii) the broker
or dealer through whom the transaction was effected;
(viii) the market or markets in which the
transaction was effected; and
(ix)
such other related information as the Commission, by rule, may prescribe.
(2) The
Commission shall prescribe rules providing for the public disclosure
of the name of the issuer and the title, class, CUSIP number, aggregate
amount of the number of short sales of each security, and any additional
information determined by the Commission following the end of the
reporting period. At a minimum, such public disclosure shall occur
every month.
5-100
(3) The Commission, by rule, or order,
may exempt, conditionally or unconditionally, any institutional investment
manager or security or any class of institutional investment managers,
or securities from any or all of the provisions of this subsection
or the rules thereunder.
5-101
(4) The Commission shall make available to the public for a reasonable
fee a list of all equity securities of a class described in section
13(d)(1) of this title, updated no less frequently than reports are
required to be filed pursuant to paragraph (1) of this subsection.
The Commission shall tabulate the information contained in any report
filed pursuant to this subsection in a manner which will, in the view
of the Commission, maximize the usefulness of the information to other
Federal and State authorities and the public. Promptly after the filing
of any such report, the Commission shall make the information contained
therein conveniently available to the public for a reasonable fee
in such form as the Commission, by rule, may prescribe, except that
the Commission, as it determines to be necessary or appropriate in
the public interest or for the protection of investors, may delay
or prevent public disclosure of any such information in accordance
with section 552 of title 5, United States Code. Notwithstanding the
preceding sentence, any such information identifying the securities
held by the account of a natural person or an estate or trust (other
than a business trust or investment company) shall not be disclosed
to the public.
5-102
(5) In exercising its authority under
this subsection, the Commission shall determine (and so state) that
its action is necessary or appropriate in the public interest and
for the protection of investors or to maintain fair and orderly markets
or, in granting an exemption, that its action is consistent with the
protection of investors and the purposes of this subsection. In exercising
such authority the Commission shall take such steps as are within
its power, including consulting with the Comptroller General of the
United States, the Director of the Office of Management and Budget,
the appropriate regulatory agencies, Federal and State authorities
which, directly or indirectly, require reports from institutional
investment managers of information substantially similar to that called
for by this subsection, national securities exchanges, and registered
securities associations, (A) to achieve uniform, centralized reporting
of information concerning the securities holdings of and transactions
by or for accounts with respect to which institutional investment
managers exercise investment discretion, and (B) consistently with
the objective set forth in the preceding subparagraph, to avoid unnecessarily
duplicative reporting by, and minimize the compliance burden on, institutional
investment managers. Federal authorities which, directly or indirectly,
require reports from institutional investment managers of information
substantially similar to that called for by this subsection shall
cooperate with the Commission in the performance of its responsibilities
under the preceding sentence. An institutional investment manager
which is a bank, the deposits of which are insured in accordance with
the Federal Deposit Insurance Act, shall file with the appropriate
regulatory agency a copy of every report filed with the Commission
pursuant to the subsection.
5-103
(6) (A) For purposes of this subsection
the term “institutional investment manager” includes any person, other
than a natural person, investing in or buying and selling securities
for its own account, and any person exercising investment discretion
with respect to the account of any other person.
(B) The Commission shall adopt such
rules as it deems necessary or appropriate to prevent duplicative
reporting pursuant to this subsection by two or more institutional
investment managers exercising investment discretion with respect
to the same amount.
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(g) Statement of equity security ownership.
(1) Any person who is directly or indirectly
the beneficial owner of more than 5 per centum of any security of
a class described in subsection (d)(1) of this section or otherwise
becomes or is deemed to become a beneficial owner of any security
of a class described in subsection (d)(1) upon the purchase or sale
of a security-based swap that the Commission may define by rule shall
file with the Commission a statement setting forth, in such form and
at such time as the Commission may, by rule, prescribe—
(A) such person’s identity, residence,
and citizenship; and
(B) the
number and description of the shares in which such person has an interest
and the nature of such interest.
(2) If any material change occurs in the
facts set forth in the statement filed with the Commission, an amendment
shall be filed with the Commission, in accordance with such rules
and regulations as the Commission may prescribe as necessary or appropriate
in the public interest or for the protection of investors.
(3) When two or more persons act as a partnership,
limited partnership, syndicate, or other group for the purpose of
acquiring, holding, or disposing of securities of an issuer, such
syndicate or group shall be deemed a “person” for the purposes of
this subsection.
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(4) In determining,
for purposes of this subsection, any percentage of a class of any
security, such class shall be deemed to consist of the amount of the
outstanding securities of such class, exclusive of any securities
of such class held by or for the account of the issuer or a subsidiary
of the issuer.
(5) In exercising
its authority under this subsection, the Commission shall take such
steps as it deems necessary or appropriate in the public interest or for
the protection of investors (A) to achieve centralized reporting of
information regarding ownership, (B) to avoid unnecessarily duplicative
reporting by and minimize the compliance burden on persons required
to report, and (C) to tabulate and promptly make available the information
contained in any report filed pursuant to this subsection in a manner
which will, in the view of the Commission, maximize the usefulness
of the information to other Federal and State agencies and the public.
(6) The Commission may, by rule or
order, exempt, in whole or part, any person or class of persons from
any or all of the reporting requirements of this subsection as it deems
necessary or appropriate in the public interest or for the protection
of investors.
5-105.1
(h) Large trader reporting.
(1) For the purpose of monitoring the impact
on the securities markets of securities transactions involving a substantial
volume or a large fair market value or exercise value and for the
purpose of otherwise assisting the Commission in the enforcement of
this title, each large trader shall—
(A) provide such information to the
Commission as the Commission may by rule or regulation prescribe as
necessary or appropriate, identifying such large trader and all accounts
in or through which such large trader effects such transactions; and
(B) identify, in accordance with
such rules or regulations as the Commission may prescribe as necessary
or appropriate, to any registered broker or dealer by or through whom
such large trader directly or indirectly effects securities transactions,
such large trader and all accounts directly or indirectly maintained
with such broker or dealer by such large trader in or through which
such transactions are effected.
5-105.2
(2) Every registered broker or dealer shall
make and keep for prescribed periods such records as the Commission
by rule or regulation prescribes as necessary or appropriate in the
public interest, for the protection of investors, or otherwise in
furtherance of the purposes of this title, with respect to securities
transactions that equal or exceed the reporting activity level effected
directly or indirectly by or through such registered broker or dealer
of or for any person that such broker or dealer knows is a large trader,
or any person that such broker or dealer has reason to know is a large
trader on the basis of transactions in securities effected by or through
such broker or dealer. Such records shall be available for reporting
to the Commission, or any self-regulatory organization that the Commission
shall designate to receive such reports, on the morning of the day
following the day the transactions were effected, and shall be reported
to the Commission or a self-regulatory organization designated by
the Commission immediately upon request by the Commission or such
a self-regulatory organization. Such records and reports shall be
in a format and transmitted in a manner prescribed by the Commission
(including, but not limited to, machine readable form).
5-105.3
(3) The Commission may prescribe rules
or regulations governing the manner in which transactions and accounts
shall be aggregated for the purpose of this subsection, including
aggregation on the basis of common ownership or control.
(4) All records required to be made and
kept by registered brokers and dealers pursuant to this subsection
with respect to transactions effected by large traders are subject
at any time, or from time to time, to such reasonable periodic, special
or other examinations by representatives of the Commission as the
Commission deems necessary or appropriate in the public interest,
for the protection of investors, or otherwise in furtherance of the
purposes of this title.
5-105.4
(5) In exercising
its authority under this subsection, the Commission shall take into
account—
(A) existing
reporting systems;
(B) the costs
associated with maintaining information with respect to transactions
effected by large traders and reporting such information to the Commission
or self-regulatory organizations; and
(C) the relationship between the United
States and international securities markets.
5-105.5
(6) The Commission, by rule, regulation,
or order, consistent with the purposes of this title, may exempt any
person or class of persons or any transaction or class of transactions,
either conditionally or upon specified terms and conditions or for
stated periods, from the operation of this subsection, and the rules
and regulations thereunder.
(7)
Notwithstanding any other provision of law, the Commission shall not
be compelled to disclose any information required to be kept or reported
under this subsection. Nothing in this subsection shall authorize
the Commission to withhold information from Congress, or prevent the
Commission from complying with a request for information from any
other Federal department or agency requesting information for purposes
within the scope of its jurisdiction, or complying with an order of
a court of the United States in an action brought by the United States
or the Commission. For purposes of section 552 of title 5, United
States Code, this subsection shall be considered a statute described
in subsection (b)(3)(B) of such section 552.
5-105.51
(8) For purposes of this subsection—
(A) the term “large
trader” means every person who, for his own account or an account
for which he exercises investment discretion, effects transactions
for the purchase or sale of any publicly traded security or securities
by use of any means or instrumentality of interstate commerce or of
the mails, or of any facility of a national securities exchange, directly
or indirectly by or through a registered broker or dealer in an aggregate
amount equal to or in excess of the identifying activity level;
(B) the term “publicly traded security”
means any equity security (including an option on individual equity
securities, and an option on a group or index of such securities)
listed, or admitted to unlisted trading privileges, on a national
securities exchange, or quoted in an automated interdealer quotation
system;
(C) the term “identifying
activity level” means transactions in publicly traded securities at
or above a level of volume, fair market value, or exercise value as
shall be fixed from time to time by the Commission by rule or regulation,
specifying the time interval during which such transactions shall
be aggregated;
(D) the term “reporting
activity level” means transactions in publicly traded securities at
or above a level of volume, fair market value, or exercise value as
shall be fixed from time to time by the Commission by rule, regulation,
or order, specifying the time interval during which such transactions
shall be aggregated; and
(E)
the term “person” has the meaning given in section 3(a)(9) of this
title and also includes two or more persons acting as a partnership,
limited partnership, syndicate, or other group, but does not include
a foreign cental bank.
5-105.6
(i) Accuracy of financial reports. Each financial
report that contains financial statements, and that is required to
be prepared in accordance with (or reconciled to) generally accepted
accounting principles under this title and filed with the Commission
shall reflect all material correcting adjustments that have been identified
by a registered public accounting firm in accordance with generally
accepted accounting principles and the rules and regulations of the
Commission.
(j) Off-balance sheet transactions. Not later than 180 days after the date of enactment of the Sarbanes-Oxley
Act of 2002, the Commission shall issue final rules providing that
each annual and quarterly financial report required to be filed with
the Commission shall disclose all material off-balance sheet transactions,
arrangements, obligations (including contingent obligations), and
other relationships of the issuer with unconsolidated entities or
other persons, that may have a material current or future effect on
financial condition, changes in financial condition, results of operations,
liquidity, capital expenditures, capital resources, or significant
components of revenues or expenses.
5-105.61
(k) Prohibition on personal loans to executives.
(1) It shall be unlawful for any issuer
(as defined in section 2 of the Sarbanes-Oxley Act of 2002), directly
or indirectly, including through any subsidiary, to extend or maintain
credit, to arrange for the extension of credit, or to renew an extension
of credit, in the form of a personal loan to or for any director or
executive officer (or equivalent thereof) of that issuer. An extension
of credit maintained by the issuer on the date of enactment of this
subsection shall not be subject to the provisions of this subsection,
provided that there is no material modification to any term of any
such extension of credit or any renewal of any such extension of credit
on or after that date of enactment.
(2) Paragraph (1) does not preclude any home improvement and manufactured
home loans (as that term is defined in section 5 of the Home Owners’
Loan Act (12 U.S.C. 1464)), consumer credit (as defined in section
103 of the Truth in Lending Act (15 U.S.C. 1602)), or any extension
of credit under an open end credit plan (as defined in section 103
of the Truth in Lending Act (15 U.S.C. 1602)), or a charge card (as
defined in section 127(c)(4)(E) of the Truth in Lending Act (15 U.S.C.
1637(c)(4)(E)), or any extension of credit by a broker or dealer registered
under section 15 of this title to an employee of that broker or dealer
to buy, trade, or carry securities, that is permitted under rules
or regulations of the Board of Governors of the Federal Reserve System
pursuant to section 7 of this title (other than an extension of credit
that would be used to purchase the stock of that issuer), that is—
(A) made or provided
in the ordinary course of the consumer credit business of such issuer;
(B) of a type that is generally
made available by such issuer to the public; and
(C) made by such issuer on market terms,
or terms that are no more favorable than those offered by the issuer
to the general public for such extensions of credit.
(3) Paragraph (1) does not apply to
any loan made or maintained by an insured depository institution (as
defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C.
1813)), if the loan is subject to the insider lending restrictions
of section 22(h) of the Federal Reserve Act (12 U.S.C. 375b).
5-105.62
(l) Real time issuer disclosures. Each issuer reporting under section 13(a) or 15(d) shall disclose
to the public on a rapid and current basis such additional information
concerning material changes in the financial condition or operations
of the issuer, in plain English, which may include trend and qualitative
information and graphic presentations, as the Commission determines,
by rule, is necessary or useful for the protection of investors and
in the public interest.
(m) Public
availability of security-based swap transaction data.
(1) (A) In this
paragraph, the term “real-time public reporting” means to report data
relating to a security-based swap transaction, including price and
volume, as soon as technologically practicable after the time at which
the security-based swap transaction has been executed.
(B) The purpose of this subsection is
to authorize the Commission to make security-based swap transaction
and pricing data available to the public in such form and at such
times as the Commission determines appropriate to enhance price discovery.
(C) The Commission is authorized
to provide by rule for the public availability of security-based swap
transaction, volume, and pricing data as follows:
(i) With respect to those security-based
swaps that are subject to the mandatory clearing requirement described
in section 3C(a)(1) (including those security-based swaps that are
excepted from the requirement pursuant to section 3C(g)), the Commission
shall require real-time public reporting for such transactions.
(ii) With respect to those security-based
swaps that are not subject to the mandatory clearing requirement described
in section 3C(a)(1), but are cleared at a registered clearing agency,
the Commission shall require real-time public reporting for such transactions.
(iii) With respect to security-based
swaps that are not cleared at a registered clearing agency and which
are reported to a security-based swap data repository or the Commission
under section 3C(a)(6), the Commission shall require real-time public
reporting for such transactions, in a manner that does not disclose
the business transactions and market positions of any person.
(iv) With respect to security-based swaps
that are determined to be required to be cleared under section 3C(b)
but are not cleared, the Commission shall require real-time public
reporting for such transactions.
(D) The Commission may require registered
entities to publicly disseminate the security-based swap transaction
and pricing data required to be reported under this paragraph.
(E) With respect to the rule providing
for the public availability of transaction and pricing data for security-based
swaps described in clauses (i) and (ii) of subparagraph (C), the rule
promulgated by the Commission shall contain provisions—
(i) to ensure such information does not
identify the participants;
(ii) to
specify the criteria for determining what constitutes a large notional
security-based swap transaction (block trade) for particular markets
and contracts;
(iii) to specify the
appropriate time delay for reporting large notional security-based
swap transactions (block trades) to the public; and
(iv) that take into account whether the public
disclosure will materially reduce market liquidity.
(F) Parties to a security-based
swap (including agents of the parties to a security-based swap) shall
be responsible for reporting security-based swap transaction information
to the appropriate registered entity in a timely manner as may be
prescribed by the Commission.
(G) Each security-based swap (whether cleared or uncleared) shall
be reported to a registered security-based swap data repository.
(H) A clearing agency may register
as a security-based swap data repository.
(2) Semiannual and annual public reporting
of aggregate security-based swap data.
(A) In accordance with subparagraph
(B), the Commission shall issue a written report on a semiannual and
annual basis to make available to the public information relating
to—
(i) the trading and
clearing in the major security-based swap categories; and
(ii) the market participants and developments
in new products.
(B) In preparing a report under subparagraph (A), the Commission
shall—
(i) use information
from security-based swap data repositories and clearing agencies;
and
(ii) consult with the Office of
the Comptroller of the Currency, the Bank for International Settlements,
and such other regulatory bodies as may be necessary.
(C) The Commission may, by rule,
regulation, or order, delegate the public reporting responsibilities
of the Commission under this paragraph in accordance with such terms
and conditions as the Commission determines to be appropriate and
in the public interest.
(n) Security-based swap data repositories.
(1) It shall be unlawful
for any person, unless registered with the Commission, directly or
indirectly, to make use of the mails or any means or instrumentality
of interstate commerce to perform the functions of a security-based
swap data repository.
(2) Each registered
security-based swap data repository shall be subject to inspection
and examination by any representative of the Commission.
(3) (A) To be registered, and
maintain registration, as a security-based swap data repository, the
security-based swap data repository shall comply with—
(i) the requirements and core principles
described in this subsection; and
(ii)
any requirement that the Commission may impose by rule or regulation.
(B) Unless otherwise
determined by the Commission, by rule or regulation, a security-based
swap data repository described in subparagraph (A) shall have reasonable
discretion in establishing the manner in which the security-based
swap data repository complies with the core principles described in
this subsection.
(4) (A)
(i) In accordance with clause (ii), the Commission
shall prescribe standards that specify the data elements for each
security-based swap that shall be collected and maintained by each
registered security-based swap data repository.
(ii) In carrying out clause (i), the Commission
shall prescribe consistent data element standards applicable to registered
entities and reporting counterparties.
(B) The Commission shall prescribe data
collection and data maintenance standards for security-based swap
data repositories.
(C) The standards
prescribed by the Commission under this subsection shall be comparable
to the data standards imposed by the Commission on clearing agencies
in connection with their clearing of security-based swaps.
(5) A security-based swap data repository
shall—
(A) accept
data prescribed by the Commission for each security-based swap under
subsection (b);
(B) confirm with
both counterparties to the security-based swap the accuracy of the
data that was submitted;
(C)
maintain the data described in subparagraph (A) in such form, in such
manner, and for such period as may be required by the Commission;
(D) (i) provide direct
electronic access to the Commission (or any designee of the Commission,
including another registered entity); and
(ii) provide the information described in subparagraph (A) in such
form and at such frequency as the Commission may require to comply
with the public reporting requirements set forth in subsection (m);
(E) at the direction
of the Commission, establish automated systems for monitoring, screening,
and analyzing security-based swap data;
(F) maintain the privacy of any and
all security-based swap transaction information that the security-based
swap data repository receives from a security-based swap dealer, counterparty,
or any other registered entity; and
(G) on a confidential basis pursuant to section 24, upon request,
and after notifying the Commission of the request, make available
security-based swap data obtained by the security-based swap data
repository, including individual counterparty trade and position data,
to—
(i) each appropriate
prudential regulator;
(ii) the Financial
Stability Oversight Council;
(iii) the Commodity
Futures Trading Commission;
(iv) the
Department of Justice; and
(v) any
other person that the Commission determines to be appropriate, including—
(I) foreign financial supervisors (including foreign futures authorities);
(II) foreign central banks;
(III) foreign ministries; and
(IV) other foreign authorities.
(H) Before the security-based
swap data repository may share information with any entity described
in subparagraph (G), the security-based swap data repository shall
receive a written agreement from each entity stating that the entity
shall abide by the confidentiality requirements described in section
24 relating to the information on security-based swap transactions
that is provided.
(6) (A) Each security-based swap
data repository shall designate an individual to serve as a chief
compliance officer.
(B) The chief
compliance officer shall—
(i) report directly to the board or to the senior officer of the
security-based swap data repository;
(ii) review the compliance of the security-based swap data repository
with respect to the requirements and core principles described in
this subsection;
(iii) in consultation
with the board of the security-based swap data repository, a body
performing a function similar to the board of the security-based swap
data repository, or the senior officer of the security-based swap
data repository, resolve any conflicts of interest that may arise;
(iv) be responsible for administering
each policy and procedure that is required to be established pursuant
to this section;
(v) ensure compliance
with this title (including regulations) relating to agreements, contracts,
or transactions, including each rule prescribed by the Commission
under this section;
(vi) establish
procedures for the remediation of noncompliance issues identified
by the chief compliance officer through any—
(I) compliance
office review;
(II) look-back;
(III) internal or external audit finding;
(IV) self-reported error; or
(V) validated complaint; and
(vii) establish and follow appropriate
procedures for the handling, management response, remediation, retesting,
and closing of noncompliance issues.
(C) (i) In accordance with rules prescribed
by the Commission, the chief compliance officer shall annually prepare
and sign a report that contains a description of—
(I) the compliance
of the security-based swap data repository of the chief compliance
officer with respect to this title (including regulations); and
(II) each policy and procedure of the
security-based swap data repository of the chief compliance officer
(including the code of ethics and conflict of interest policies of
the security-based swap data repository).
(ii) A compliance report under clause (i)
shall—
(I) accompany each appropriate financial
report of the security-based swap data repository that is required
to be furnished to the Commission pursuant to this section; and
(II) include a certification that, under
penalty of law, the compliance report is accurate and complete.
(7) (A) Unless necessary or appropriate
to achieve the purposes of this title, the swap data repository shall
not—
(i) adopt any rule
or take any action that results in any unreasonable restraint of trade;
or
(ii) impose any material anticompetitive
burden on the trading, clearing, or reporting of transactions.
(B) Each security-based
swap data repository shall establish governance arrangements that are
transparent—
(i) to fulfill
public interest requirements; and
(ii)
to support the objectives of the Federal Government, owners, and participants.
(C) Each security-based
swap data repository shall—
(i) establish and enforce rules to minimize conflicts of interest
in the decision-making process of the security-based swap data repository;
and
(ii) establish a process for resolving
any conflicts of interest described in clause (i).
(D) (i) The Commission
may develop 1 or more additional duties applicable to security-based
swap data repositories.
(ii) In developing
additional duties under subparagraph (A), the Commission may take
into consideration any evolving standard of the United States or the
international community.
(iii) The
Commission shall establish additional duties for any registrant described
in section 13(m)(2)(C) in order to minimize conflicts of interest,
protect data, ensure compliance, and guarantee the safety and security
of the security-based swap data repository.
(8) Any person that is required to
be registered as a security-based swap data repository under this
subsection shall register with the Commission, regardless of whether
that person is also licensed under the Commodity Exchange Act as a
swap data repository.
(9) The Commission
shall adopt rules governing persons that are registered under this
subsection.
(o) Beneficial
ownership. For purposes of this section and section 16, a person
shall be deemed to acquire beneficial ownership of an equity security
based on the purchase or sale of a security-based swap, only to the
extent that the Commission, by rule, determines after consultation
with the prudential regulators and the Secretary of the Treasury,
that the purchase or sale of the security-based swap, or class of
security-based swap, provides incidents of ownership comparable to
direct ownership of the equity security, and that it is necessary
to achieve the purposes of this section that the purchase or sale
of the security-based swaps, or class of security-based swap, be deemed
the acquisition of beneficial ownership of the equity security.
(p) Disclosures relating to conflict
minerals originating in the Democratic Republic of the Congo.
(1) (A) Not later than 270 days after the date of the enactment of
this subsection, the Commission shall promulgate regulations requiring
any person described in paragraph (2) to disclose annually, beginning
with the person’s first full fiscal year that begins after the date
of promulgation of such regulations, whether conflict minerals that
are necessary as described in paragraph (2)(B), in the year for which
such reporting is required, did originate in the Democratic Republic
of the Congo or an adjoining country and, in cases in which such conflict
minerals did originate in any such country, submit to the Commission
a report that includes, with respect to the period covered by the
report—
(i) a description
of the measures taken by the person to exercise due diligence on the
source and chain of custody of such minerals, which measures shall
include an independent private sector audit of such report submitted
through the Commission that is conducted in accordance with standards
established by the Comptroller General of the United States, in accordance
with rules promulgated by the Commission, in consultation with the
Secretary of State; and
(ii) a description
of the products manufactured or contracted to be manufactured that
are not DRC conflict free (“DRC conflict free” is defined to mean
the products that do not contain minerals that directly or indirectly
finance or benefit armed groups in the Democratic Republic of the Congo or an
adjoining country), the entity that conducted the independent private
sector audit in accordance with clause (i), the facilities used to
process the conflict minerals, the country of origin of the conflict
minerals, and the efforts to determine the mine or location of origin
with the greatest possible specificity.
(B) The person submitting a report under
subparagraph (A) shall certify the audit described in clause (i) of
such subparagraph that is included in such report. Such a certified
audit shall constitute a critical component of due diligence in establishing
the source and chain of custody of such minerals.
(C) If a report required to be submitted
by a person under subparagraph (A) relies on a determination of an
independent private sector audit, as described under subparagraph
(A)(i), or other due diligence processes previously determined by
the Commission to be unreliable, the report shall not satisfy the
requirements of the regulations promulgated under subparagraph (A)(i).
(D) For purposes of this paragraph,
a product may be labeled as “DRC conflict free” if the product does
not contain conflict minerals that directly or indirectly finance
or benefit armed groups in the Democratic Republic of the Congo or
an adjoining country.
(E) Each
person described under paragraph (2) shall make available to the public
on the Internet website of such person the information disclosed by
such person under subparagraph (A).
(2) A person is described in this paragraph
if—
(A) the person
is required to file reports with the Commission pursuant to paragraph
(1)(A); and
(B) conflict minerals
are necessary to the functionality or production of a product manufactured
by such person.
(3)
The Commission shall revise or temporarily waive the requirements
described in paragraph (1) if the President transmits to the Commission
a determination that—
(A) such revision or waiver is in the national security interest
of the United States and the President includes the reasons therefore;
and
(B) establishes a date, not
later than 2 years after the initial publication of such exemption,
on which such exemption shall expire.
(4) The requirements of paragraph (1) shall
terminate on the date on which the President determines and certifies
to the appropriate congressional committees, but in no case earlier
than the date that is one day after the end of the 5-year period beginning
on the date of the enactment of this subsection, that no armed groups
continue to be directly involved and benefitting from commercial activity
involving conflict minerals.
(5)
For purposes of this subsection, the terms “adjoining country”, “appropriate
congressional committees”, “armed group”, and “conflict mineral” have
the meaning given those terms under section 1502 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act.
(q) Disclosure of payments by resource extraction
issuers.
(1) In this
subsection—
(A) the
term “commercial development of oil, natural gas, or minerals” includes
exploration, extraction, processing, export, and other significant
actions relating to oil, natural gas, or minerals, or the acquisition
of a license for any such activity, as determined by the Commission;
(B) the term “foreign government”
means a foreign government, a department, agency, or instrumentality
of a foreign government, or a company owned by a foreign government,
as determined by the Commission;
(C) the term “payment”—
(i) means a payment that is—
(I) made to
further the commercial development of oil, natural gas, or minerals;
and
(II) not de minimis; and
(ii) includes taxes, royalties, fees
(including license fees), production entitlements, bonuses, and other
material benefits, that the Commission, consistent with the guidelines
of the Extractive Industries Transparency Initiative (to the extent
practicable), determines are part of the commonly recognized revenue
stream for the commercial development of oil, natural gas, or minerals;
(D) the term “resource
extraction issuer” means an issuer that—
(i) is required to file an annual report with
the Commission; and
(ii) engages in
the commercial development of oil, natural gas, or minerals;
(E) the term “interactive data format”
means an electronic data format in which pieces of information are
identified using an interactive data standard; and
(F) the term “interactive data standard”
means standardized list of electronic tags that mark information included
in the annual report of a resource extraction issuer.
(2) (A) Not later
than 270 days after the date of enactment of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, the Commission shall issue final
rules that require each resource extraction issuer to include in an
annual report of the resource extraction issuer information relating
to any payment made by the resource extraction issuer, a subsidiary
of the resource extraction issuer, or an entity under the control
of the resource extraction issuer to a foreign government or the Federal
Government for the purpose of the commercial development of oil, natural
gas, or minerals, including—
(i) the type and total amount of such payments
made for each project of the resource extraction issuer relating to
the commercial development of oil, natural gas, or minerals; and
(ii) the type and total amount of such
payments made to each government.
(B) In issuing rules under subparagraph
(A), the Commission may consult with any agency or entity that the
Commission determines is relevant.
(C) The rules issued under subparagraph (A) shall require that the
information included in the annual report of a resource extraction
issuer be submitted in an interactive data format.
(D) (i) The rules issued under subparagraph
(A) shall establish an interactive data standard for the information
included in the annual report of a resource extraction issuer.
(ii) The interactive data standard shall
include electronic tags that identify, for any payments made by a
resource extraction issuer to a foreign government or the Federal
Government—
(I) the total amounts of the payments, by
category;
(II) the currency used to
make the payments;
(III) the financial
period in which the payments were made;
(IV) the business segment of the resource extraction issuer that
made the payments;
(V) the government
that received the payments, and the country in which the government
is located;
(VI) the project of the
resource extraction issuer to which the payments relate; and
(VII) such other information as the Commission
may determine is necessary or appropriate in the public interest or
for the protection of investors.
(E) To the extent practicable, the
rules issued under subparagraph (A) shall support the commitment of
the Federal Government to international transparency promotion efforts
relating to the commercial development of oil, natural gas, or minerals.
(F) With respect to each resource
extraction issuer, the final rules issued under subparagraph (A) shall
take effect on the date on which the resource extraction issuer is
required to submit an annual report relating to the fiscal year of
the resource extraction issuer that ends not earlier than 1 year after
the date on which the Commission issues final rules under subparagraph
(A).
(3) (A) To the extent practicable, the Commission shall make available
online, to the public, a compilation of the information required to
be submitted under the rules issued under paragraph (2)(A).
(B) Nothing in this paragraph shall
require the Commission to make available online information other
than the information required to be submitted under the rules issued
under paragraph (2)(A).
(4) There are authorized to be appropriated to the Commission such
sums as may be necessary to carry out this subsection.
(r) Disclosure of certain activities
relating to Iran.
(1) In general. Each issuer required
to file an annual or quarterly report under subsection (a) shall disclose
in that report the information required by paragraph (2) if, during
the period covered by the report, the issuer or any affiliate of the
issuer—
(A) knowingly
engaged in an activity described in subsection (a) or (b) of section
5 of the Iran Sanctions Act of 1996 (Public Law 104-172; 50 U.S.C.
1701 note);
(B) knowingly engaged
in an activity described in subsection (c)(2) of section 104 of the
Comprehensive Iran Sanctions, Accountability, and Divestment Act of
2010 (22 U.S.C. 8513) or a transaction described in subsection (d)(1)
of that section;
(C) knowingly engaged in an activity described in section 105A(b)(2)
of that Act; or
(D) knowingly
conducted any transaction or dealing with—
(i) any person the property and interests
in property of which are blocked pursuant to Executive Order No. 13224
(66 Fed. Reg. 49079; relating to blocking property and prohibiting
transactions with persons who commit, threaten to commit, or support
terrorism);
(ii) any person the property
and interests in property of which are blocked pursuant to Executive
Order No. 13382 (70 Fed. Reg. 38567; relating to blocking of property
of weapons of mass destruction proliferators and their supporters);
or
(iii) any person or entity identified
under section 560.304 of title 31, Code of Federal Regulations (relating
to the definition of the Government of Iran) without the specific
authorization of a Federal department or agency.
(2) Information required. If an issuer or an
affiliate of the issuer has engaged in any activity described in paragraph
(1), the issuer shall disclose a detailed description of each such
activity, including—
(A) the nature and extent of the activity;
(B) the gross revenues and net profits,
if any, attributable to the activity; and
(C) whether the issuer or the affiliate
of the issuer (as the case may be) intends to continue the activity.
(3) Notice of disclosures. If an issuer reports
under paragraph (1) that the issuer or an affiliate of the issuer
has knowingly engaged in any activity described in that paragraph,
the issuer shall separately file with the Commission, concurrently
with the annual or quarterly report under subsection (a), a notice
that the disclosure of that activity has been included in that annual
or quarterly report that identifies the issuer and contains the information
required by paragraph (2).
(4) Public disclosure of information. Upon
receiving a notice under paragraph (3) that an annual or quarterly
report includes a disclosure of an activity described in paragraph
(1), the Commission shall promptly—
(A) transmit the report to—
(i) the President;
(ii) the Committee on Foreign Affairs and
the Committee on Financial Services of the House of Representatives;
and
(iii) the Committee on Foreign
Relations and the Committee on Banking, Housing, and Urban Affairs
of the Senate; and
(B) make the information provided in the disclosure and the notice
available to the public by posting the information on the Internet
website of the Commission.
(5) Investigations. Upon receiving a report under paragraph (4) that includes a disclosure
of an activity described in paragraph (1) (other than an activity
described in subparagraph (D)(iii) of that paragraph), the President
shall—
(A) initiate
an investigation into the possible imposition of sanctions under the
Iran Sanctions Act of 1996 (Public Law 104-172; 50 U.S.C. 1701 note),
section 104 or 105A of the Comprehensive Iran Sanctions, Accountability,
and Divestment Act of 2010, an Executive order specified in clause
(i) or (ii) of paragraph (1)(D), or any other provision of law relating
to the imposition of sanctions with respect to Iran, as applicable;
and
(B) not later than 180 days
after initiating such an investigation, make a determination with
respect to whether sanctions should be imposed with respect to the
issuer or the affiliate of the issuer (as the case may be).
(6) Sunset. The provisions of this subsection shall terminate on the date that
is 30 days after the date on which the President makes the certification
described in section 401(a) of the Comprehensive Iran Sanctions, Accountability,
and Divestment Act of 2010 (22 U.S.C. 8551(a)).
[15 USC 78m. As amended by acts of Aug. 20, 1964 (78 Stat. 569);
July 29, 1968 (82 Stat. 454); Dec. 22, 1970 (84 Stat. 1497); June
4, 1975 (89 Stat. 119); Dec. 19, 1977 (91 Stat. 1494, 1498, 1499);
June 6, 1983 (97 Stat. 205); Dec. 4, 1987 (101 Stat. 1256); Feb 3,
1988 (101 Stat. 1810); Aug. 23, 1988 (102 Stat. 1415); Oct. 16, 1990
(104 Stat. 964); Jan. 16, 2002 (115 Stat. 2395); July 30, 2002 (116
Stat. 771, 785, 787, 791); July 21, 2010 (124 Stat. 1779, 1799, 1866,
1870, 1952, 2213, 2220); April 5, 2012 (126 Stat. 309); Aug. 10, 2012
(126 Stat. 1235); and Dec. 4, 2015 (129 Stat. 1798).]