- affiliate of the issuer
means a person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with, the issuer.
- appropriate Federal banking agency
has the same meaning as in section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)).
- appropriate regulatory agency
means— As used in this paragraph, the terms “bank holding company” and “subsidiary of a bank holding company” have the meanings given them in section 1841 of title 12.
- associated person of a broker or dealer
means any partner, officer, director, or branch manager of such broker or dealer (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with such broker or dealer, or any employee of such broker or dealer, except that any person associated with a broker or dealer whose functions are solely clerical or ministerial shall not be included in the meaning of such term for purposes of section 78o(b) of this title (other than paragraph (6) thereof).
- associated person of a security-based swap dealer or major security-based swap participant
means—
- associated person of an advisor
means—
- audit committee
means—
- bank
means (A) a banking institution organized under the laws of the United States or a Federal savings association, as defined in section 1462(5) 1 of title 12, (B) a member bank of the Federal Reserve System, (C) any other banking institution or savings association, as defined in section 1462(4) 1 of title 12, whether incorporated or not, doing business under the laws of any State or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to national banks under the authority of the Comptroller of the Currency pursuant to section 92a of title 12, and which is supervised and examined by State or Federal authority having supervision over banks or savings associations, and which is not operated for the purpose of evading the provisions of this chapter, and (D) a receiver, conservator, or other liquidating agent of any institution or firm included in clauses (A), (B), or (C) of this paragraph.
- Board
means the Board of Governors of the Federal Reserve System.
- broker
means any person engaged in the business of effecting transactions in securities for the account of others.
- broker or dealer
includes a funding portal and the term “registered broker or dealer” includes a registered funding portal, except to the extent that the Commission, by rule, determines otherwise, provided that a national securities association shall only examine for and enforce against a registered funding portal rules of such national securities association written specifically for registered funding portals.
- business combination related shell company
means a shell company that is formed by an entity that is not a shell company—
- clearing agency
means any person who acts as an intermediary in making payments or deliveries or both in connection with transactions in securities or who provides facilities for comparison of data respecting the terms of settlement of securities transactions, to reduce the number of settlements of securities transactions, or for the allocation of securities settlement responsibilities.
- coal or other mine
means a coal or other mine, as defined in section 3 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802), that is subject to the provisions of such Act (30 U.S.C. 801 et seq.);
- 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;
- Commission
means the Securities and Exchange Commission established by section 78d of this title.
- compliance date
means the later of—
- control
means the power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise.
- controlled company
means an issuer—
- covered class action
means—
- covered judicial or administrative action
means any judicial or administrative action brought by the Commission under the securities laws that results in monetary sanctions exceeding $1,000,000.
- covered person
means—
- covered security
means a security that satisfies the standards for a covered security specified in paragraph (1) or (2) of section 18(b) of the Securities Act of 1933 [15 U.S.C. 77r(b)], at the time during which it is alleged that the misrepresentation, omission, or manipulative or deceptive conduct occurred, except that such term shall not include any debt security that is exempt from registration under the Securities Act of 1933 [15 U.S.C. 77a et seq.] pursuant to rules issued by the Commission under section 4(2) 1 of that Act [15 U.S.C. 77d(a)(2)].
- credit rating
means an assessment of the creditworthiness of an obligor as an entity or with respect to specific securities or money market instruments.
- credit rating agency
means any person—
- dealer
means any person engaged in the business of buying and selling securities (not including security-based swaps, other than security-based swaps with or for persons that are not eligible contract participants) for such person’s own account through a broker or otherwise.
- director
means any director of a corporation or any person performing similar functions with respect to any organization, whether incorporated or unincorporated.
- dissenting limited partner
means a person who, on the date on which soliciting material is mailed to investors, is a holder of a beneficial interest in a limited partnership that is the subject of a limited partnership rollup transaction, and who casts a vote against the transaction and complies with procedures established by the association, except that for purposes of an exchange or tender offer, such person shall file an objection in writing under the rules of the association during the period in which the offer is outstanding.
- domestic concern
means—
- eligible contract participant
has the same meaning as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).
- eligible privately held company
means a privately held company that meets both of the following conditions: For purposes of this subclause, the Commission may by rule modify the dollar figures if the Commission determines that such a modification is necessary or appropriate in the public interest or for the protection of investors.
- emergency
means—
- employee of Congress
means—
- equity security
means any stock or similar security;
- examining authority
means a self-regulatory organization registered with the Commission under this chapter (other than a registered clearing agency) with the authority to examine, inspect, and otherwise oversee the activities of a registered broker or dealer.
- exchange
means any organization, association, or group of persons, whether incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood, and includes the market place and the market facilities maintained by such exchange.
- exclusive processor
means any securities information processor or self-regulatory organization which, directly or indirectly, engages on an exclusive basis on behalf of any national securities exchange or registered securities association, or any national securities exchange or registered securities association which engages on an exclusive basis on its own behalf, in collecting, processing, or preparing for distribution or publication any information with respect to (i) transactions or quotations on or effected or made by means of any facility of such exchange or (ii) quotations distributed or published by means of any electronic system operated or controlled by such association.
- exempted securities
includes—
- Federal banking agencies
means the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation;
- Federal Home Loan Mortgage Corporation
means the corporation created by the Federal Home Loan Mortgage Corporation Act [12 U.S.C. 1451 et seq.].
- Federal National Mortgage Association
means the corporation created by the Federal National Mortgage Association Charter Act [12 U.S.C. 1716 et seq.].
- fiduciary capacity
means—
- financial entity
means—
- financial institution
means—
- financial responsibility rules
means the rules and regulations of the Commission or the rules and regulations prescribed by any self-regulatory organization relating to financial responsibility and related practices which are designated by the Commission, by rule or regulation, to be financial responsibility rules.
- foreign financial regulatory authority
means any (A) foreign securities authority, (B) other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of fiduciaries, trusts, commercial lending, insurance, trading in contracts of sale of a commodity for future delivery, or other instruments traded on or subject to the rules of a contract market, board of trade, or foreign equivalent, or other financial activities, or (C) membership organization a function of which is to regulate participation of its members in activities listed above.
- 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;
- foreign law enforcement authority
means any foreign authority that is empowered under foreign law to detect, investigate or prosecute potential violations of law;
- foreign official
means any officer or employee of a foreign government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public international organization.
- foreign person controlled by a United States person
includes any noncorporate entity in which United States persons directly or indirectly have more than a 50 per centum beneficial interest, and any corporation in which one or more United States persons, directly or indirectly, own stock possessing more than 50 per centum of the total combined voting power of all classes of stock entitled to vote, or more than 50 per centum of the total value of shares of all classes of stock.
- foreign securities authority
means any foreign government, or any governmental body or regulatory organization empowered by a foreign government to administer or enforce its laws as they relate to securities matters.
- forward-looking statement
means—
- Fund
means the Securities and Exchange Commission Investor Protection Fund.
- funding portal
means any person acting as an intermediary in a transaction involving the offer or sale of securities for the account of others, solely pursuant to section 4(6) 1 of the Securities Act of 1933 (15 U.S.C. 77d(6)), that does not—
- going private transaction
has the meaning given that term under the rules or regulations of the Commission issued pursuant to section 78m(e) of this title.
- government securities
means—
- government securities broker
means any person regularly engaged in the business of effecting transactions in government securities for the account of others, but does not include—
- government securities dealer
means any person engaged in the business of buying and selling government securities for his own account, through a broker or otherwise, but does not include—
- guaranteed investment contract
includes any investment that has specified withdrawal or reinvestment provisions and a specifically negotiated or bid interest rate, and also includes any agreement to supply investments on 2 or more future dates, such as a forward supply contract;
- 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;
- illegal act
means an act or omission that violates any law, or any rule or regulation having the force of law.
- improper professional conduct
means—
- index
means an index or group of securities, including any interest therein or based on the value thereof.
- 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.
- insured credit union
has the same meaning as in section 1752 of title 12.
- insured depository institution
has the same meaning as in section 3 of the Federal Deposit Insurance Act [12 U.S.C. 1813];
- interactive data format
means an electronic data format in which pieces of information are identified using an interactive data standard;
- interactive data standard
means 5 standardized list of electronic tags that mark information included in the annual report of a resource extraction issuer.
- interest in a promissory note or a lease of personal property
includes ownership rights, certificates of interest or participation in such notes or leases, and rights designed to assure servicing of such notes or leases, or the receipt or timely receipt of amounts payable under such notes or leases;
- interstate commerce
means trade, commerce, transportation, or communication among the several States, or between any foreign country and any State, or between any State and any place or ship outside thereof.
- investment company
has the same meaning as in section 80a–3(a) of this title.
- investment strategies
includes plans or programs for the investment of the proceeds of municipal securities that are not municipal derivatives, guaranteed investment contracts, and the recommendation of and brokerage of municipal escrow investments;
- issuer
means any person who issues or proposes to issue any security;
- judicial employee
has the meaning given that term in section 13101(9) of title 5;
- judicial officer
has the meaning given that term under section 13101(10) of title 5.
- 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;
- limited partnership rollup transaction
means a transaction involving the combination or reorganization of one or more limited partnerships, directly or indirectly, in which—
- major security-based swap participant
means any person—
- major swap participant
has the same meaning as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).
- market maker
means any specialist permitted to act as a dealer, any dealer acting in the capacity of block positioner, and any dealer who, with respect to a security, holds himself out (by entering quotations in an inter-dealer communications system or otherwise) as being willing to buy and sell such security for his own account on a regular or continuous basis.
- Member of Congress
means a member of the Senate or House of Representatives, a Delegate to the House of Representatives, and the Resident Commissioner from Puerto Rico;
- mortgage related security
means a security that meets standards of credit-worthiness as established by the Commission, and either: For the purpose of this paragraph, the term “promissory note”, when used in connection with a manufactured home, shall also include a loan, advance, or credit sale as evidence 6 by a retail installment sales contract or other instrument.
- municipal entity
means any State, political subdivision of a State, or municipal corporate instrumentality of a State, including—
- municipal financial product
means municipal derivatives, guaranteed investment contracts, and investment strategies;
- municipal securities
means securities which are direct obligations of, or obligations guaranteed as to principal or interest by, a State or any political subdivision thereof, or any agency or instrumentality of a State or any political subdivision thereof, or any municipal corporate instrumentality of one or more States, or any security which is an industrial development bond (as defined in section 103(c)(2) 1 of title 26) the interest on which is excludable from gross income under section 103(a)(1) 1 of title 26 if, by reason of the application of paragraph (4) or (6) of section 103(c) 1 of title 26 (determined as if paragraphs (4)(A), (5), and (7) were not included in such section 103(c)),1 paragraph (1) of such section 103(c) 1 does not apply to such security.
- municipal securities broker
means a broker engaged in the business of effecting transactions in municipal securities for the account of others.
- municipal securities dealer
means any person (including a separately identifiable department or division of a bank) engaged in the business of buying and selling municipal securities for his own account, through a broker or otherwise, but does not include—
- municipal securities investment portfolio
means all municipal securities held for investment and not for sale as part of a regular business by a municipal securities dealer or by a person, directly or indirectly, controlling, controlled by, or under common control with a municipal securities dealer.
- narrow-based security index
means an index—
- nationally recognized statistical rating organization
means a credit rating agency that—
- new hybrid product
means a product that—
- obligated person
means any person, including an issuer of municipal securities, who is either generally or through an enterprise, fund, or account of such person, committed by contract or other arrangement to support the payment of all or part of the obligations on the municipal securities to be sold in an offering of municipal securities.
- operator
has the meaning given the term in section 3 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802).
- originator
means a person who—
- paying agent
includes any issuer, transfer agent, broker, dealer, investment adviser, indenture trustee, custodian, or any other person that accepts payments from the issuer of a security and distributes the payments to the holders of the security.
- penny stock
means any equity security other than a security that is—
- person
means a natural person, company, government, or political subdivision, agency, or instrumentality of a government.
- person acting on behalf of an issuer
means any officer, director, or employee of such issuer.
- person associated with a government securities broker or government securities dealer
means any partner, officer, director, or branch manager of such government securities broker or government securities dealer (or any person occupying a similar status or performing similar functions), and any other employee of such government securities broker or government securities dealer who is engaged in the management, direction, supervision, or performance of any activities relating to government securities, and any person directly or indirectly controlling, controlled by, or under common control with such government securities broker or government securities dealer.
- person participating in an offering of penny stock
includes any person acting as any promoter, finder, consultant, agent, or other person who engages in activities with a broker, dealer, or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock.
- privilege
includes any work-product privilege, attorney-client privilege, governmental privilege, or other privilege recognized under Federal, State, or foreign law;
- prudential regulator
has the same meaning as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).
- public international organization
means—
- 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;
- qualified institutional buyer
has the meaning given such term in section 230.144A(a) of title 17, Code of Federal Regulations, or any successor thereto.
- qualified investor
means—
- qualified plan
means (i) a stock bonus, pension, or profit-sharing plan which meets the requirements for qualification under section 401 of title 26, (ii) an annuity plan which meets the requirements for the deduction of the employer’s contribution under section 404(a)(2) of title 26, (iii) a governmental plan as defined in section 414(d) of title 26 which has been established by an employer for the exclusive benefit of its employees or their beneficiaries for the purpose of distributing to such employees or their beneficiaries the corpus and income of the funds accumulated under such plan, if under such plan it is impossible, prior to the satisfaction of all liabilities with respect to such employees and their beneficiaries, for any part of the corpus or income to be used for, or diverted to, purposes other than the exclusive benefit of such employees or their beneficiaries, or (iv) a church plan, company, or account that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 [15 U.S.C. 80a–3(c)(14)], other than any plan described in clause (i), (ii), or (iii) of this subparagraph which (I) covers employees some or a
- 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.
- records
means accounts, correspondence, memorandums, tapes, discs, papers, books, and other documents or transcribed information of any type, whether expressed in ordinary or machine language.
- registered broker or dealer
means a broker or dealer registered or required to register pursuant to section 78o or 78o–4 of this title, except that in paragraph (3) of this subsection and sections 78f and 78o–3 of this title the term means such a broker or dealer and a government securities broker or government securities dealer registered or required to register pursuant to section 78o–5(a)(1)(A) of this title.
- registered public accounting firm
has the same meaning as in section 2 of the Sarbanes-Oxley Act of 2002 [15 U.S.C. 7201].
- registration information
means the information reported in connection with the registration or licensing of brokers and dealers and their associated persons, including disciplinary actions, regulatory, judicial, and arbitration proceedings, and other information required by law, or exchange or association rule, and the source and status of such information.
- 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;
- research report
means a written or electronic communication that includes an analysis of equity securities of individual companies or industries, and that provides information reasonably sufficient upon which to base an investment decision.
- resource extraction issuer
means an issuer that—
- routine governmental action
means only an action which is ordinarily and commonly performed by a foreign official in—
- rules of a clearing agency
means the constitution, articles of incorporation, bylaws, and rules, or instruments corresponding to the foregoing, of an exchange, association of brokers and dealers, or clearing agency, respectively, and such of the stated policies, practices, and interpretations of such exchange, association, or clearing agency as the Commission, by rule, may determine to be necessary or appropriate in the public interest or for the protection of investors to be deemed to be rules of such exchange, association, or clearing agency.
- rules of a self-regulatory organization
means the rules of an exchange which is a national securities exchange, the rules of an association of brokers and dealers which is a registered securities association, the rules of a clearing agency which is a registered clearing agency, or the rules of the Municipal Securities Rulemaking Board.
- rules of the Board
means the rules proposed and adopted by the Board under subsection (b)(2);
- savings and loan holding company
has the same meaning as in section 1467a(a) of title 12.
- securities analyst
means any associated person of a registered broker or dealer that is principally responsible for, and any associated person who reports directly or indirectly to a securities analyst in connection with, the preparation of the substance of a research report, whether or not any such person has the job title of “securities analyst”;
- securities information processor
means any person engaged in the business of (i) collecting, processing, or preparing for distribution or publication, or assisting, participating in, or coordinating the distribution or publication of, information with respect to transactions in or quotations for any security (other than an exempted security) or (ii) distributing or publishing (whether by means of a ticker tape, a communications network, a terminal display device, or otherwise) on a current and continuing basis, information with respect to such transactions or quotations.
- securities laws
means 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.), the Sarbanes-Oxley Act of 2002 [15 U.S.C. 7201 et seq.], the Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.), the Investment Advisers Act of 1940 (15 U.S.C. 80b et seq.) [15 U.S.C. 80b–1 et seq.], and the Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa et seq.).
- securitizer
means—
- security
means any note, stock, treasury stock, security future, security-based swap, bond, debenture, certificate of interest or participation in any profit-sharing agreement or in any oil, gas, or other mineral royalty or lease, any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any instrument commonly known as a “security”;
- security future
means a contract of sale for future delivery of a single security or of a narrow-based security index, including any interest therein or based on the value thereof, except an exempted security under paragraph (12) of this subsection as in effect on January 11, 1983 (other than any municipal security as defined in paragraph (29) of this subsection as in effect on January 11, 1983).
- security futures product
means a security future or any put, call, straddle, option, or privilege on any security future.
- security-based swap
includes any agreement, contract, or transaction that is as described in subparagraph (A) and also is based on the value of 1 or more interest or other rates, currencies, commodities, instruments of indebtedness, indices, quantitative measures, other financial or economic interest or property of any kind (other than a single security or a narrow-based security index), or the occurrence, non-occurrence, or the extent of the occurrence of an event or contingency associated with a potential financial, economic, or commercial consequence (other than an event described in subparagraph (A)(ii)(III)).
- security-based swap agreement
means a swap agreement as defined in section 206A of the Gramm-Leach-Bliley Act (15 U.S.C. 78c note) of which a material term is based on the price, yield, value, or volatility of any security or any group or index of securities, or any interest therein.
- security-based swap data repository
means any person that collects and maintains information or records with respect to transactions or positions in, or the terms and conditions of, security-based swaps entered into by third parties for the purpose of providing a centralized recordkeeping facility for security-based swaps.
- security-based swap dealer
means any person who—
- security-based swap execution facility
means a trading system or platform in which multiple participants have the ability to execute or trade security-based swaps by accepting bids and offers made by multiple participants in the facility or system, through any means of interstate commerce, including any trading facility, that—
- self-regulatory organization
means any national securities exchange, registered securities association, or registered clearing agency, or (solely for purposes of sections 78s(b), 78s(c), and 78w(b) 1 of this title) the Municipal Securities Rulemaking Board established by section 78o–4 of this title.
- shell company
means a company that at the time of a transaction with an eligible privately held company—
- small business concern
means a business that meets the criteria for a small business concern established by the Small Business Administration under section 632(a) of this title;
- small business related security
means a security that meets standards of credit-worthiness as established by the Commission, and either—
- solicitation of a municipal entity or obligated person
means a direct or indirect communication with a municipal entity or obligated person made by a person, for direct or indirect compensation, on behalf of a broker, dealer, municipal securities dealer, municipal advisor, or investment adviser (as defined in section 202 of the Investment Advisers Act of 1940 [15 U.S.C. 80b–2]) that does not control, is not controlled by, or is not under common control with the person undertaking such solicitation for the purpose of obtaining or retaining an engagement by a municipal entity or obligated person of a broker, dealer, municipal securities dealer, or municipal advisor for or in connection with municipal financial products, the issuance of municipal securities, or of an investment adviser to provide investment advisory services to or on behalf of a municipal entity;
- special entity
means—
- State
means any State of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other possession of the United States.
- State pension plan
means a pension plan established and maintained for its employees by the government of a State or political subdivision thereof, or by any agency or instrumentality thereof.
- State securities or law enforcement authority
means the authority of any State or territory that is empowered under State or territory law to detect, investigate, or prosecute potential violations of law.
- structured finance product
means an asset-backed security, as defined in section 3(a)(77) 1 of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(79)], as added by section 941,1 and any structured product based on an asset-backed security, as determined by the Commission, by rule.
- swap
has the same meaning as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).
- swap dealer
has the same meaning as in section 1a of the Commodity Exchange Act (7 U.S.C. 1a).
- transfer agent
means any person who engages on behalf of an issuer of securities or on behalf of itself as an issuer of securities in (A) countersigning such securities upon issuance;
- United States person
includes a person which is organized or exists under the laws of any State or, in the case of a natural person, a citizen or resident of the United States;
- United States security
means a security (other than an exempted security) issued by a person incorporated under the laws of any State, or whose principal place of business is within a State.
- whistleblower
means any individual who provides, or 2 or more individuals acting jointly who provide, information relating to a violation of the securities laws to the Commission, in a manner established, by rule or regulation, by the Commission.