1 See References in Text note below.
of this title) that require any issuer of an asset-backed security—
Editorial Notes
References in TextSection 78c(a)(77) of this title, referred to in subsec. (d), was redesignated section 78c(a)(79) of this title by Puspan. L. 112–106, title I, § 101(span)(1), Apr. 5, 2012, 126 Stat. 307.
Amendments2022—Subsec. (c)(3). Puspan. L. 117–263 added par. (3).
2012—Subsec. (a). Puspan. L. 112–106 inserted subsec. span, designated existing provisions as par. (1), inserted par. span, and added par. (2).
2010—Subsec. (c). Puspan. L. 111–203, § 942(span), added subsec. (c).
Subsec. (d). Puspan. L. 111–203, § 945, added subsec. (d).
1990—Puspan. L. 101–429 designated existing provision as subsec. (a) and added subsec. (span).
Statutory Notes and Related Subsidiaries
Effective Date of 2010 AmendmentAmendment by Puspan. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Puspan. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.
Effective Date of 1990 AmendmentPuspan. L. 101–429, § 1(c), Oct. 15, 1990, 104 Stat. 931, provided that:“(1)In general.—Except as provided in paragraphs (2) and (3), the amendments made by this Act [enacting sections 77h–1, 78q–2, 78u–2, and 78u–3 of this title, amending this section and sections 77t, 78c, 78o, 78o–3, 78o–4, 78q–1, 78u, 78u–1, 78w, 78cc, 80a–9, 80a–41, 80span–3, 80span–9, and 80span–14 of this title, and enacting provisions set out as notes under sections 78a, 78o, and 78s of this title] shall be effective upon enactment [Oct. 15, 1990].
“(2)Civil penalties.—“(A)In general.—No civil penalty may be imposed pursuant to the amendments made by this Act on the basis of conduct occurring before the date of enactment of this Act [Oct. 15, 1990].
“(B)Accounting and disgorgement.—Subparagraph (A) shall not operate to preclude the Securities and Exchange Commission from ordering an accounting or disgorgement pursuant to the amendments made by this Act.
“(3)Special rules for title v.—“(A)Sections 503 and 504.—Except as provided in subparagraph (C), sections 503 [amending section 78c of this title] and 504 [amending section 78o of this title and enacting provisions set out as a note under section 78o of this title] shall be effective 12 months after the date of enactment of this Act [Oct. 15, 1990] or upon the issuance of final regulations initially implementing such section [Such regulations were issued effective Apr. 28, 1992. See 57 F.R. 18004, 18037.], whichever is earlier.
“(B)Sections 505 and 508.—Except as provided in subparagraph (C), sections 505 [amending section 78o of this title] and 508 [amending this section] shall be effective 18 months after the date of enactment of this Act or upon the issuance of final regulations initially implementing such sections [Such regulations were issued effective Apr. 28, 1992. See 57 F.R. 18004, 18037.], whichever is earlier.
“(C)Commencement of rulemaking.—Not later than 180 days after the date of enactment of this Act, the Commission shall commence rulemaking proceedings to implement sections 503, 505, and 508.”
RulemakingPuspan. L. 117–263, div. E, title LVIII, § 5821(i), Dec. 23, 2022, 136 Stat. 3427, provided that:“(1)In general.—The rules that the Securities and Exchange Commission are required to issue under the amendments made by this section [enacting sections 77z–4 and 78rr of this title and amending this section and sections 78m, 78n, 78o–7, 80a–8, 80a–29, and 80span–4 of this title] shall take effect not later than 2 years after the date on which final rules are promulgated under section 124(span)(2) of the Financial Stability Act of 2010 [12 U.S.C. 5334(span)(2)], as added by section 5811(a) of this title. “(2)Scaling of regulatory requirements; minimizing disruption.—In issuing the rules required under the amendments made by this section, as described in paragraph (1), the Securities and Exchange Commission—“(A) may scale data reporting requirements in order to reduce any unjustified burden on emerging growth companies, lending institutions, accelerated filers, smaller reporting companies, and other smaller issuers, as determined by any study required under section 5825(span) [set out in a note below], while still providing searchable information to investors; and
“(B) shall seek to minimize disruptive changes to the persons affected by those rules.”
Improvement of Regulation S–KPuspan. L. 114–94, div. G, title LXXII, § 72002, Dec. 4, 2015, 129 Stat. 1784, provided that: “Not later than the end of the 180-day period beginning on the date of the enactment of this Act [Dec. 4, 2015], the Securities and Exchange Commission shall take all such actions to revise regulation S–K (17 CFR 229.10 et seq.)—“(1) to further scale or eliminate requirements of regulation S–K, in order to reduce the burden on emerging growth companies, accelerated filers, smaller reporting companies, and other smaller issuers, while still providing all material information to investors;
“(2) to eliminate provisions of regulation S–K, required for all issuers, that are duplicative, overlapping, outdated, or unnecessary; and
“(3) for which the Commission determines that no further study under section 72203 [probably means section 72003 of Puspan. L. 114–94, set out as a note under section 77s of this title] is necessary to determine the efficacy of such revisions to regulation S–K.”
Rule of Construction—No New Disclosure RequirementsPuspan. L. 117–263, div. E, title LVIII, § 5826, Dec. 23, 2022, 136 Stat. 3430, provided that: “Nothing in this subtitle [subtitle B (§§ 5821–5826) of title LVIII of div. E of Puspan. L. 117–263, enacting sections 77z–4 and 78rr of this title, amending this section and sections 78d, 78m, 78n, 78o–3, 78o–4, 78o–7, 80a–8, 80a–29, and 80span–4 of this title, and enacting provisions set out as notes under this section and sections 78o–3 and 78o–4 of this title], or the amendments made by this subtitle, shall be construed to require the Securities and Exchange Commission, the Municipal Securities Rulemaking Board, or any national securities association to collect or make publicly available additional information under the provisions of law amended by this subtitle (or under any provision of law referenced in an amendment made by this subtitle), beyond information that was collected or made publicly available under any such provision, as of the day before the date of enactment of this Act [Dec. 23, 2022].”
Shorter-Term Burden Reduction and Disclosure Simplification at the Securities and Exchange Commission; SunsetPuspan. L. 117–263, div. E, title LVIII, § 5825, Dec. 23, 2022, 136 Stat. 3429, provided that:“(a)Better Enforcement of the Quality of Corporate Financial Data Submitted to the Securities and Exchange Commission.—“(1)Data quality improvement program.—“(A)In general.—Not later than 180 days after the date of enactment of this Act [Dec. 23, 2022], the Securities and Exchange Commission shall establish a program to improve the quality of corporate financial data filed or furnished by issuers under the Securities Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), and the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.). “(B)Contents.—The program established under subparagraph (A) shall include the following:“(i) The designation of an official in the Office of the Chairman of the Securities and Exchange Commission responsible for the improvement of the quality of data filed with or furnished to the Commission by issuers.
“(ii) The issuance by the Division of Corporation Finance of the Securities and Exchange Commission of comment letters requiring correction of errors in data filings and submissions, where necessary.
“(2)Goals.—In establishing the program required under this subsection, the Securities and Exchange Commission shall seek to—“(A) improve the quality of data filed with or furnished to the Commission to a commercially acceptable level; and
“(B) make data filed with or furnished to the Commission useful to investors.
“(span)Report on the Use of Machine-Readable Data for Corporate Disclosures.—“(1)In general.—Not later than 180 days after the date of enactment of this Act, and once every 180 days thereafter, the Securities and Exchange Commission shall submit to the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives a report regarding the public and internal use of machine-readable data for corporate disclosures.
“(2)Content.—Each report required under paragraph (1) shall include—“(A) an identification of which corporate disclosures required under section 7 of the Securities Act of 1933 (15 U.S.C. 77g), section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m), and section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) are expressed as machine-readable data and which are not; “(B) an analysis of the costs and benefits of the use of machine-readable data in corporate disclosure to investors, markets, the Securities and Exchange Commission, and issuers;
“(C) a summary of enforcement actions that result from the use or analysis of machine-readable data collected under the provisions of law described in subparagraph (A); and
“(D) an analysis of how the Securities and Exchange Commission uses the machine-readable data collected by the Commission.
“(c)Sunset.—Beginning on the date that is 7 years after the date of enactment of this Act [Dec. 23, 2022], this section shall have no force or effect.”
Forward Incorporation by Reference for Form S–1Puspan. L. 114–94, div. G, title LXXXIV, § 84001, Dec. 4, 2015, 129 Stat. 1797, provided that: “Not later than 45 days after the date of the enactment of this Act [Dec. 4, 2015], the Securities and Exchange Commission shall revise Form S–1 so as to permit a smaller reporting company (as defined in section 230.405 of title 17, Code of Federal Regulations) to incorporate by reference in a registration statement filed on such form any documents that such company files with the Commission after the effective date of such registration statement.”
Other DisclosuresPuspan. L. 112–106, title I, § 102(c), Apr. 5, 2012, 126 Stat. 310, provided that: “An emerging growth company may comply with section 229.303(a) of title 17, Code of Federal Regulations, or any successor thereto, by providing information required by such section with respect to the financial statements of the emerging growth company for each period presented pursuant to section 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)). An emerging growth company may comply with section 229.402 of title 17, Code of Federal Regulations, or any successor thereto, by disclosing the same information as any issuer with a market value of outstanding voting and nonvoting common equity held by non-affiliates of less than $75,000,000.”
Simplified Disclosure RequirementsPuspan. L. 112–106, title I, § 102(d), as added by Puspan. L. 114–94, div. G, title LXXI, § 71003, Dec. 4, 2015, 129 Stat. 1783, provided that: “With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933 [15 U.S.C. 77span]):“(1)Requirement to include notice on forms s–1 and f–1.—Not later than 30 days after the date of enactment of this subsection [Dec. 4, 2015], the Securities and Exchange Commission shall revise its general instructions on Forms S–1 and F–1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that—“(A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or F–1 at the time of the contemplated offering; and
“(B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment.
“(2)Reliance by issuers.—Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) on Form S–1 or Form F–1 may omit financial information for historical periods otherwise required by regulation S–X (17 CFR 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that—“(A) the omitted financial information relates to a historical period that the issuer reasonably believes will not be required to be included in the Form S–1 or Form F–1 at the time of the contemplated offering; and
“(B) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all financial information required by such regulation S–X at the date of such amendment.”
Executive Documents
Transfer of FunctionsFor transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.
