(a) Power to make rules and regulations; considerations; public disclosure.
(1) The Commission, the Board
of Governors of the Federal Reserve System, and the other agencies
enumerated in section 3(a)(34) of this title shall each have power
to make such rules and regulations as may be necessary or appropriate
to implement the provisions of this title for which they are responsible
or for the execution of the functions vested in them by this title,
and may for such purposes classify persons, securities, transactions,
statements, applications, reports, and other matters within their
respective jurisdictions, and prescribe greater, lesser, or different
requirements for different classes thereof. No provision of this title
imposing any liability shall apply to any act done or omitted in good
faith in conformity with a rule, regulation, or order of the Commission,
the Board of Governors of the Federal Reserve System, other agency
enumerated in section 3(a)(34) of this title, or any self-regulatory
organization, notwithstanding that such rule, regulation, or order
may thereafter be amended or rescinded or determined by judicial or
other authority to be invalid for any reason.
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(2) The Commission and the Secretary of
the Treasury, in making rules and regulations pursuant to any provisions
of this title, shall consider among other matters the impact any such
rule or regulation would have on competition. The Commission and the
Secretary of the Treasury shall not adopt any such rule or regulation
which would impose a burden on competition not necessary or appropriate
in furtherance of the purposes of this title. The Commission and the
Secretary of the Treasury shall include in the statement of basis
and purpose incorporated in any rule or regulation adopted under this
title, the reasons for the Commission’s or the Secretary’s determination
that any burden on competition imposed by such rule or regulation
is necessary or appropriate in furtherance of the purposes of this
title.
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(3) The Commission and
the Secretary, in making rules and regulations pursuant to any provision
of this title, considering any application for registration
in accordance with section 19(a) of this title, or reviewing any proposed
rule change of a self-regulatory organization in accordance with section
19(b) of this title, shall keep in a public file and make available
for copying all written statements filed with the Commission and the
Secretary and all written communications between the Commission or
the Secretary and any person relating to the proposed rule, regulation,
application, or proposed rule change; Provided, however, That
the Commission and the Secretary shall not be required to keep in
a public file or make available for copying any such statement or
communication which it may withhold from the public in accordance
with the provisions of section 552 of title 5, United States Code.
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(b) Reports to Congress.
(1) The Commission, the Board
of Governors of the Federal Reserve System, and the other agencies
enumerated in section 3(a)(34) of this title shall each make an annual
report to the Congress on its work for the preceding year, and shall
include in each such report whatever information, data, and recommendations
for further legislation it considers advisable with regard to matters
within its respective jurisdiction under this title.
(2) The appropriate regulatory agency for
a self-regulatory organization shall include in its annual report
to the Congress for each fiscal year, a summary of its oversight activities
under this title with respect to such self-regulatory organization,
including a description of any examination conducted as part of such
activities of any such organization, any material recommendation presented
as part of such activities to such organization for changes in its
organization or rules, and any action by such organization in response
to any such recommendation.
(3) The appropriate regulatory agency for
any class of municipal securities dealers shall include in its annual
report to the Congress for each fiscal year a summary of its regulatory
activities pursuant to this title with respect to such municipal securities
dealers, including the nature of and reason for any sanction imposed
pursuant to this title against any such municipal securities dealer.
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(4) The Commission shall also
include in its annual report to the Congress for each fiscal year—
(A) a summary of the Commission’s oversight activities with respect
to self-regulatory organizations for which it is not the appropriate
regulatory agency, including a description of any examination of any
such organization, any material recommendation presented to any such
organization for changes in its organization or rules, and any action
by any such organization in response to any such recommendations;
(B) a statement and
analysis of the expenses and operations of each self-regulatory organization
in connection with the performance of its responsibilities under this
title, for which purpose data pertaining to such expenses and operations
shall be made available by such organization to the Commission at
its request;
(C)
the steps the Commission has taken and the progress it has made toward
ending the physical movement of the securities certificate in connection
with the settlement of securities transactions, and its recommendations,
if any, for legislation to eliminate the securities certificate;
(D) the number of requests
for exemptions from provisions of this title received, the number
granted, and the basis upon which any such exemption was granted;
(E) a summary of the
Commission’s regulatory activities with respect to municipal securities
dealers for which it is not the appropriate regulatory agency, including
the nature of, and reason for, any sanction imposed in proceedings
against such municipal securities dealers;
(F) a statement of the
time elapsed between the filing of reports pursuant to section
13(f) of this title and the public availability of the information
contained therein, the costs involved in the Commission’s processing
of such reports and tabulating such information, the manner in which
the Commission uses such information, and the steps the Commission
has taken and the progress it has made toward requiring such reports
to be filed and such information to be made available to the public
in machine language;
(G) information concerning (i) the effects its rules and regulations
are having on the viability of small brokers and dealers; (ii) its
attempts to reduce any unnecessary reporting burden on such brokers
and dealers; and (iii) its efforts to help to assure the continued
participation of small brokers and dealers in the United States securities
markets;
(H) a statement
detailing its administration of the Freedom of Information Act, section
552 of title 5, United States Code, including a copy of the report
filed pursuant to subsection (d) of such section; and
(I) the steps that have
been taken and the progress that has been made in promoting the timely
public dissemination and availability for analytical purposes (on
a fair, reasonable, and nondiscriminatory basis) of information concerning
government securities transactions and quotations, and its recommendations,
if any, for legislation to assure timely dissemination of (i) information
on transactions in regularly traded government securities sufficient
to permit the determination of the prevailing market price for such
securities, and (ii) reports of the highest published bids and lowest
published offers for government securities (including the size at
which persons are willing to trade with respect to such bids and offers).
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(c) Procedure
for adjudication. The Commission, by rule, shall prescribe the
procedure applicable to every case pursuant to this title of adjudication
(as defined in section 551 of title 5, United States Code) not required
to be determined on the record after notice and opportunity for hearing.
Such rules shall, as a minimum, provide that prompt notice shall be
given of any adverse action or final disposition and that such notice
and the entry of any order shall be accompanied by a statement of
written reasons.
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(d) Cease-and-desist
procedures. Within 1 year after the date of enactment of this
subsection, the Commission shall establish regulations providing for
the expeditious conduct of hearings and rendering of decisions under
section 21C of this title, section 8A of the Securities Act of 1933,
section 9(f) of the Investment Company Act of 1940, and section 203(k)
of the Investment Advisers Act of 1940.
[15 USC 78w. As amended
by acts of Aug. 23, 1935 (49 Stat. 704); May 27, 1936 (49 Stat. 1379);
Aug. 20, 1964 (78 Stat. 580); June 4, 1975 (89 Stat. 155); Oct. 28,
1986 (100 Stat. 3220); Dec. 4, 1987 (101 Stat. 1259); Oct. 15, 1990
(104 Stat. 940); Dec. 17, 1993 (107 Stat. 2351); Oct. 13, 2006 (120
Stat. 1973); and July 21, 2010 (124 Stat. 1569).]
