Securities Exchange Act of 1934 - NYSE

1 1 Securities Exchange ACT OF 1934 [ASAMENDED 112-158, APPROVEDAUGUST10, 2012]TABLE OF CONTENTS TITLEI REGULATION OFSECURITIESEXCHANGES. Sec. 1. Short Title. Sec. 2. Necessity for Regulation As Provided in This Title. Sec. 3. Definitions and Application of Title. Sec. 3A. Swap Agreements. Sec. 3B. Securities -Related Derivatives. Sec. 3C. Clearing for Security-Based Swaps. Sec. 3D. Security-Based Swap Execution Facilities. Sec. 3E. Segregation of Assets Held As Collateral in Security-Based Swap Trans-actions. Sec. 4. Securities and Exchange Commission.

2 Sec. 4A. Delegation of Functions by Commission. Sec. 4B. Transfer of Functions With Respect to Assignment of Personnel to Chair-man. Sec. 4C. Appearance and Practice Before the Commission. Sec. 4D. Additional Duties of Inspector General. Sec. 4E. Deadline for Completing Enforcement Investigations and Compliance Ex-aminations and Inspections. Sec. 5. Transactions on Unregistered Exchanges. Sec. 6. National Securities Exchanges. Sec. 7. Margin Requirements. Sec. 8. Restrictions on Borrowing by Members, Brokers, and Dealers.

3 Sec. 9. Prohibition Against Manipulation of Security Prices. Sec. 10. Regulation of the Use of Manipulative and Deceptive Devices. Sec. 10A. Audit Requirements. Sec. 10B. Position Limits and Position Accountability for Security-Based Swaps and Large Trader Reporting. Sec. 10C. Compensation Committees. Sec. 10D. Recovery of Erroneously Awarded Compensation Policy. Sec. 11. Trading by Members of Exchanges, Brokers, and Dealers. Sec. 11A. National Market System for Securities ; Securities Information Processors. Sec. 12.

4 Registration Requirements for Securities . Sec. 13. Periodical and Other Reports. Sec. 13A. Reporting and Recordkeeping for Certain Security-Based Swaps. Sec. 14. Proxies. Sec. 14A. Shareholder Approval of Executive Compensation. Sec. 14B. Corporate Governance. Sec. 15. Registration and Regulation of Brokers and Dealers. Sec. 15A. Registered Securities Associations. Sec. 15B. Municipal Securities . Sec. 15C. Government Securities Brokers and Dealers. Sec. 15D. Securities Analysts and Research Reports. Sec. 15E. Registration of Nationally Recognized Statistical Rating Organizations.

5 Sec. 15F. Registration and Regulation of Security-Based Swap Dealers and Major Security-Based Swap Participants. Sec. 15G. Credit Risk Retention. Sec. 16. Directors, Officers, and Principal Stockholders. Sec. 17. Accounts and Records, Examinations of Exchanges, Members, and Others. Sec. 17A. National System for Clearance and Settlement of Securities Transactions. Sec. 17B. Automated Quotation Systems for Penny Stocks. Sec. 18. Liability for Misleading Statements. Sec. 19. Registration, Responsibilities, and Oversight of Self-Regulatory Organiza-tions.

6 2 Sec. 1 Securities Exchange ACT OF 1934 Sec. 20. Liability of Controlling Persons and Persons Who Aid and Abet Violations. Sec. 20A. Liability to Contemporaneous Traders for Insider Trading. Sec. 21. Investigations; Injunctions and Prosecution of Offenses. Sec. 21A. Civil Penalties for Insider Trading. Sec. 21B. Civil Remedies in Administrative Proceedings. Sec. 21C. Cease-And-Desist Proceedings. Sec. 21D. Private Securities Litigation. Sec. 21E. Application of Safe Harbor for Forward-Looking Statements. Sec. 21F. Securities Whistleblower Incentives and Protection.

7 Sec. 22. Hearings by Commission. Sec. 23. Rules, Regulations, and Orders; Annual Reports. Sec. 24. Public Availability of Information. Sec. 25. Court Review of Orders and Rules. Sec. 26. Unlawful Representations. Sec. 27. Jurisdiction of Offenses and Suits. Sec. 27A. Special Provision Relating to Statute of Limitations on Private Causes of Action. Sec. 28. Effect on Existing Law. Sec. 29. Validity of Contracts. Sec. 30. Foreign Securities Exchanges. Sec. 30A. Prohibited Foreign Trade Practices by Issuers. Sec. 31. Transaction Fees.

8 Sec. 32. Penalties. Sec. 33. Separability of Provisions. Sec. 34. Effective Date. Sec. 35. Authorization of Appropriations. Sec. 35A. Requirements for the Edgar System. Sec. 36. General Exemptive Authority. Sec. 37. Tennessee Valley Authority. Sec. 38. Federal National Mortgage Association, Federal Home Loan Mortgage Cor-poration, Federal Home Loan Banks. Sec. 39. Investor Advisory Committee. TITLEII AMENDMENTS TOSECURITIESACT I REGULATION OF Securities EXCHANGES SHORT TITLE SEC. 1. This Act may be cited as the Securities Exchange Act of 1934.

9 (June 6, 1934, ch. 404, title I, Sec. 1, 48 Stat. 881.) NECESSITY FOR REGULATION AS PROVIDED IN THIS TITLE SEC. 2. For the reasons hereinafter enumerated, transactions in Securities as commonly conducted upon Securities exchanges and over-the-counter markets are effected with a national public inter-est which makes it necessary to provide for regulation and control of such transactions and of practices and matters related thereto, including transactions by officers, directors, and principal security holders, to require appropriate reports.

10 To remove impediments to and perfect the mechanisms of a national market system for securi-ties and a national system for the clearance and settlement of secu-rities transactions and the safeguarding of Securities and funds re-lated thereto, and to impose requirements necessary to make such regulation and control reasonably complete and effective, in order to protect interstate commerce, the national credit, the Federal tax-ing power, to protect and make more effective the national banking 3 Sec. 3 Securities Exchange ACT OF 1934 system and Federal Reserve System, and to insure the mainte-nance of fair and honest markets in such transactions: (1) Such transactions (a) are carried on in large volume by the public generally and in large part originate outside the States in which the exchanges and over-the-counter markets are located and/ or are effected by means of the mails and instrumentalities of interstate commerce.