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Commercial Law: US Code
Definitions
2. FOREIGN BONDHOLDERS
1. DOMESTIC SECURITIES Definitions
SECURITY
PERSON The term ''person'' means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term ''trust'' shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.
SALE The term ''sale'' or ''sell'' shall include every contract of sale or disposition of a security or interest in a security, for value. The term ''offer to sell'', ''offer for sale'', or ''offer'' shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. The terms defined in this paragraph and the term ''offer to buy'' as used in subsection (c) of section 77e <../15/77e.html> of this title shall not include preliminary negotiations or agreements between an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer) and any underwriter or among underwriters who are or are to be in privity of contract with an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer). Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing, shall be conclusively presumed to constitute a part of the subject of such purchase and to have been offered and sold for value.
The issue or transfer of a right or privilege, when originally issued or transferred with a security, giving the holder of such security the right to convert such security into another security of the same issuer or of another person, or giving a right to subscribe to another security of the same issuer or of another person, which right cannot be exercised until some future date, shall not be deemed to be an offer or sale of such other security; but the issue or transfer of such other security upon the exercise of such right of conversion or subscription shall be deemed a sale of such other security. Any offer or sale of a security futures product by or on behalf of the issuer of the securities underlying the security futures product, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities.
ISSUER The term ''issuer'' means every person who issues or proposes to issue any security; except that with respect to certificates of deposit, voting-trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management, or unit type, the term ''issuer'' means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued; except that in the case of an unincorporated association which provides by its articles for limited liability of any or all of its members, or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity; except that with respect to equipment-trust certificates or like securities, the term ''issuer'' means the person by whom the equipment or property is or is to be used; and except that with respect to fractional undivided interests in oil, gas, or other mineral rights, the term ''issuer'' means the owner of any such right or of any interest in such right (whether whole or fractional) who creates fractional interests therein for the purpose of public offering.
COMISSION The term ''Commission'' means the Securities and Exchange Commission. The term ''Territory'' means Puerto Rico, the Virgin Islands, and the insular possessions of the United States.
INTERSTATE COMMERCE The term ''interstate commerce'' means trade or commerce in securities or any transportation or communication relating thereto among the several States or between the District of Columbia or any Territory of the United States and any State or other Territory, or between any foreign country and any State, Territory, or the District of Columbia, or within the District of Columbia.
REGISTRATION STATEMENT The term ''registration statement'' means the statement provided for in section of this title, and includes any amendment thereto and any report, document, or memorandum filed as part of such statement or incorporated therein by reference.
WRITE The term ''write'' or ''written'' shall include printed, lithographed, or any means of graphic communication.
PROSPECTUS The term ''prospectus'' means any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security; except that a communication sent or given after the effective date of the registration statement (other than a prospectus permitted under subsection (b) of section of this title) shall not be deemed a prospectus if it is proved that prior to or at the same time with such communication a written prospectus meeting the requirements of subsection (a) of section of this title at the time of such communication was sent or given to the person to whom the communication was made a notice, circular, advertisement, letter, or communication in respect of a security shall not be deemed to be a prospectus if it states from whom a written prospectus meeting the requirements of section of this title may be obtained and, in addition, does no more than identify the security, state the price thereof, state by whom orders will be executed, and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest and for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit.
UNDERWRITER The term ''underwriter'' means any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commission. As used in this paragraph the term ''issuer'' shall include, in addition to an issuer, any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer.
DEALER The term ''dealer'' means any person who engages either for all or part of his time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person.
INSURANCE COMPANY The term ''insurance company'' means a company which is organized as an insurance company, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the insurance commissioner, or a similar official or agency, of a State or territory or the District of Columbia; or any receiver or similar official or any liquidating agent for such company, in his capacity as such.
SEPARATE ACCOUNT The term ''separate account'' means an account established and maintained by an insurance company pursuant to the laws of any State or territory of the United States, the District of Columbia, or of Canada or any province thereof, under which income, gains and losses, whether or not realized, from assets allocated to such account, are, in accordance with the applicable contract, credited to or charged against such account without regard to other income, gains, or losses of the insurance company.
ACREDITED INVESTOR The term ''accredited investor'' shall mean a bank as defined in section (a)(2) of this title whether acting in its individual or fiduciary capacity; an insurance company as defined in paragraph (13) of this subsection; an investment company registered under the Investment Company Act of 1940 U.S.C. et seq.) or a business development company as defined in section 2(a)(48) of that Act U.S.C. (a)(48)); a Small Business Investment Company licensed by the Small Business Administration; or an employee benefit plan, including an individual retirement account, which is subject to the provisions of the Employee Retirement Income Security Act of 1974 U.S.C. et seq.), if the investment decision is made by a plan fiduciary, as defined in section 3 (21) of such Act U.S.C. , which is either a bank, insurance company, or registered investment adviser; or any person who, on the basis of such factors as financial sophistication, net worth, knowledge, and experience in financial matters, or amount of assets under management qualifies as an accredited investor under rules and regulations which the Commission shall prescribe.
SECURITY FUTURE The terms ''security future'', ''narrow-based security index'', and ''security futures product'' have the same meanings as provided in section a)(55) of this title. Consideration of promotion of efficiency, competition, and capital formation. Whenever pursuant to this subchapter the Commission is engaged in rulemaking and is required to consider or determine whether an action is necessary or appropriate in the public interest, the Commission shall also consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation
The term ''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.
COVERED CLASS ACTION The term ''covered class action'' means any single lawsuit in which damages are sought on behalf of more than 50 persons or prospective class members, and questions of law or fact common to those persons or members of the prospective class, without reference to issues of individualized reliance on an alleged misstatement or omission, predominate over any questions affecting only individual persons or members; or one or more named parties seek to recover damages on a representative basis on behalf of themselves and other unnamed parties similarly situated, and questions of law or fact common to those persons or members of the prospective class predominate over any questions affecting only individual persons or members; or any group of lawsuits filed in or pending in the same court and involving common questions of law or fact, in which damages are sought on behalf of more than 50 persons; and the lawsuits are joined, consolidated, or otherwise proceed as a single action for any purpose. Exception for derivative actions
COVERED SECURITY
SENIOR SECURITY The term ''senior security'' means any bond, debenture, note, or similar
obligation or instrument constituting a security and evidencing indebtedness,
and any stock of a class having priority over any other class as to distribution
of assets or payment of dividends
2. FOREIGN BONDHOLDERS
For the purpose of protecting, conserving, and advancing the interests of the holders of foreign securities in default, there is hereby created a body corporate with the name ''Corporation of Foreign Security Holders'' (herein called the ''Corporation''). The principal office of the Corporation shall be located in the District of Columbia, but there may be established agencies or branch offices in any city or cities of the United States under rules and regulations prescribed by the board of directors.
Federal Trade Commission
Their successors shall be appointed by the Commission, each for a term of six years from the date of the expiration of the term for which his predecessor was appointed, except that any person appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed only for the unexpired term of such predecessor. No person shall be eligible to serve as a director who within the five years preceding has had any interest, direct or indirect, in any corporation, company, partnership, bank, or association which has sold or offered for sale any foreign securities. The office of a director shall be vacated if the board of directors shall, at a meeting specially convened for that purpose, by resolution passed by a majority of at least two-thirds of the board of directors, remove such member from office, provided that the member whom it is proposed to remove shall have seven days' notice sent to him of such meeting, and that he may be heard
Powers and duties of Corporation, generally
Directors of Corporation, powers and duties
generally
Accounts and annual balance sheet of Corporation;
audits
Annual report by Corporation; printing and distribution
Assessments by Corporation on holders of foreign
securities
Subscriptions accepted by Corporation as loans;
repayment
Authorized loans This subchapter may be cited as the ''Corporation of Foreign Bondholders
Act, 1933.'
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