CITE
15 USC Sec. 78ff 01/05/2009
EXPCITE
TITLE 15 - COMMERCE AND TRADE
CHAPTER 2B - SECURITIES EXCHANGES
HEAD
Sec. 78ff. Penalties
STATUTE
(a) Willful violations; false and misleading statements
Any person who willfully violates any provision of this chapter
(other than section 78dd-1 of this title), or any rule or
regulation thereunder the violation of which is made unlawful or
the observance of which is required under the terms of this
chapter, or any person who willfully and knowingly makes, or causes
to be made, any statement in any application, report, or document
required to be filed under this chapter or any rule or regulation
thereunder or any undertaking contained in a registration statement
as provided in subsection (d) of section 78o of this title, or by
any self-regulatory organization in connection with an application
for membership or participation therein or to become associated
with a member thereof which statement was false or misleading with
respect to any material fact, shall upon conviction be fined not
more than $5,000,000, or imprisoned not more than 20 years, or
both, except that when such person is a person other than a natural
person, a fine not exceeding $25,000,000 may be imposed; but no
person shall be subject to imprisonment under this section for the
violation of any rule or regulation if he proves that he had no
knowledge of such rule or regulation.
(b) Failure to file information, documents, or reports
Any issuer which fails to file information, documents, or reports
required to be filed under subsection (d) of section 78o of this
title or any rule or regulation thereunder shall forfeit to the
United States the sum of $100 for each and every day such failure
to file shall continue. Such forfeiture, which shall be in lieu of
any criminal penalty for such failure to file which might be deemed
to arise under subsection (a) of this section, shall be payable
into the Treasury of the United States and shall be recoverable in
a civil suit in the name of the United States.
(c) Violations by issuers, officers, directors, stockholders,
employees, or agents of issuers
(1)(A) Any issuer that violates subsection (a) or (g) of section
78dd-1 of this title shall be fined not more than $2,000,000.
(B) Any issuer that violates subsection (a) or (g) of section
78dd-1 of this title shall be subject to a civil penalty of not
more than $10,000 imposed in an action brought by the Commission.
(2)(A) Any officer, director, employee, or agent of an issuer, or
stockholder acting on behalf of such issuer, who willfully violates
subsection (a) or (g) of section 78dd-1 of this title shall be
fined not more than $100,000, or imprisoned not more than 5 years,
or both.
(B) Any officer, director, employee, or agent of an issuer, or
stockholder acting on behalf of such issuer, who violates
subsection (a) or (g) of section 78dd-1 of this title shall be
subject to a civil penalty of not more than $10,000 imposed in an
action brought by the Commission.
(3) Whenever a fine is imposed under paragraph (2) upon any
officer, director, employee, agent, or stockholder of an issuer,
such fine may not be paid, directly or indirectly, by such issuer.
SOURCE
(June 6, 1934, ch. 404, title I, Sec. 32, 48 Stat. 904; May 27,
1936, ch. 462, Sec. 9, 49 Stat. 1380; June 25, 1938, ch. 677, Sec.
4, 52 Stat. 1076; Pub. L. 88-467, Sec. 11, Aug. 20, 1964, 78 Stat.
580; Pub. L. 94-29, Secs. 23, 27(b), June 4, 1975, 89 Stat. 162,
163; Pub. L. 95-213, title I, Sec. 103(b), Dec. 19, 1977, 91 Stat.
1496; Pub. L. 98-376, Sec. 3, Aug. 10, 1984, 98 Stat. 1265; Pub. L.
100-418, title V, Sec. 5003(b), Aug. 23, 1988, 102 Stat. 1419; Pub.
L. 100-704, Sec. 4, Nov. 19, 1988, 102 Stat. 4680; Pub. L. 105-366,
Sec. 2(d), Nov. 10, 1998, 112 Stat. 3303; Pub. L. 107-204, title
XI, Sec. 1106, July 30, 2002, 116 Stat. 810.)
REFERENCES IN TEXT
This chapter, referred to in subsec. (a), was in the original
"this title". See References in Text note set out under section 78a
of this title.
AMENDMENTS
2002 - Subsec. (a). Pub. L. 107-204 substituted "$5,000,000, or
imprisoned not more than 20 years" for "$1,000,000, or imprisoned
not more than 10 years" and "$25,000,000" for "$2,500,000".
1998 - Subsec. (c)(1). Pub. L. 105-366, Sec. 2(d)(1), (2),
substituted "subsection (a) or (g) of section 78dd-1" for "section
78dd-1(a)" in subpars. (A) and (B).
Subsec. (c)(2). Pub. L. 105-366, Sec. 2(d)(3), amended par. (2)
generally. Prior to amendment, par. (2) read as follows:
"(2)(A) Any officer or director of an issuer, or stockholder
acting on behalf of such issuer, who willfully violates section
78dd-1(a) of this title shall be fined not more than $100,000, or
imprisoned not more than 5 years, or both.
"(B) Any employee or agent of an issuer who is a United States
citizen, national, or resident or is otherwise subject to the
jurisdiction of the United States (other than an officer, director,
or stockholder acting on behalf of such issuer), and who willfully
violates section 78dd-1(a) of this title, shall be fined not more
than $100,000, or imprisoned not more than 5 years, or both.
"(C) Any officer, director, employee, or agent of an issuer, or
stockholder acting on behalf of such issuer, who violates section
78dd-1(a) of this title shall be subject to a civil penalty of not
more than $10,000 imposed in an action brought by the Commission."
1988 - Subsec. (a). Pub. L. 100-704 substituted "$1,000,000" for
"$100,000", "10 years" for "five years", "is a person other than a
natural person" for "is an exchange", and "$2,500,000" for
"$500,000".
Subsec. (c). Pub. L. 100-418 amended subsec. (c) generally. Prior
to amendment, subsec. (c) read as follows:
"(1) Any issuer which violates section 78dd-1(a) of this title
shall, upon conviction, be fined not more than $1,000,000.
"(2) Any officer or director of an issuer, or any stockholder
acting on behalf of such issuer, who willfully violates section
78dd-1(a) of this title shall, upon conviction, be fined not more
than $10,000, or imprisoned not more than five years, or both.
"(3) Whenever an issuer is found to have violated section 78dd-
1(a) of this title, any employee or agent of such issuer who is a
United States citizen, national, or resident or is otherwise
subject to the jurisdiction of the United States (other than an
officer, director, or stockholder of such issuer), and who
willfully carried out the act or practice constituting such
violation shall, upon conviction, be fined not more than $10,000,
or imprisoned not more than five years, or both.
"(4) Whenever a fine is imposed under paragraph (2) or (3) of
this subsection upon any officer, director, stockholder, employee,
or agent of an issuer, such fine shall not be paid, directly or
indirectly, by such issuer."
1984 - Subsec. (a). Pub. L. 98-376 substituted "$100,000" for
"$10,000".
1977 - Subsec. (a). Pub. L. 95-213, Sec. 103(b)(1), inserted
"(other than section 78dd-1 of this title)" after "Any person who
willfully violates any provision of this chapter".
Subsec. (c). Pub. L. 95-213, Sec. 103(b)(2), added subsec. (c).
1975 - Subsec. (a). Pub. L. 94-29, Secs. 23(1), 27(b), inserted
"or by any self-regulatory organization in connection with an
application for membership or participation therein or to become
associated with a member thereof," and substituted "or imprisoned
not more than five years" for "or imprisoned not more than two
years".
Subsec. (c). Pub. L. 94-29, Sec. 23(2), struck out subsec. (c)
which rendered this section inapplicable to violations of any rule
or regulation prescribed pursuant to paragraph (3) of subsection
(c) of section 78o of this title.
1964 - Subsec. (b). Pub. L. 88-467 substituted "required to be
filed under" for "pursuant to an undertaking contained in a
registration statement as provided in" and inserted "or any rule or
regulation thereunder" after "section 78o of this title."
1938 - Subsec. (c). Act June 25, 1938, added subsec. (c).
1936 - Subsec. (a). Act May 27, 1936, inserted "or any
undertaking contained in a registration statement as provided in
subsection (d) of section 78o of this title".
Subsec. (b). Act May 27, 1936, added subsec. (b).
EFFECTIVE DATE OF 1988 AMENDMENT
Amendment by Pub. L. 100-704 not applicable to actions occurring
before Nov. 19, 1988, see section 9 of Pub. L. 100-704, set out as
a note under section 78o of this title.
EFFECTIVE DATE OF 1984 AMENDMENT
Amendment by Pub. L. 98-376 effective Aug. 10, 1984, see section
7 of Pub. L. 98-376, set out as a note under section 78c of this
title.
EFFECTIVE DATE OF 1975 AMENDMENT
Amendment by Pub. L. 94-29 effective June 4, 1975, see section
31(a) of Pub. L. 94-29, set out as a note under section 78b of this
title.
EFFECTIVE DATE OF 1964 AMENDMENT
Amendment by Pub. L. 88-467 effective Aug. 20, 1964, see section
13 of Pub. L. 88-467, set out as a note under section 78c of this
title.