15 U.S.C. § 77g : US Code - Section 77G: Information required in registration statement

Search 15 U.S.C. § 77g : US Code - Section 77G: Information required in registration statement

(a) The registration statement, when relating to a security other
than a security issued by a foreign government, or political
subdivision thereof, shall contain the information, and be
accompanied by the documents, specified in Schedule A of section
77aa of this title, and when relating to a security issued by a
foreign government, or political subdivision thereof, shall contain
the information, and be accompanied by the documents, specified in
Schedule B of section 77aa of this title; except that the
Commission may by rules or regulations provide that any such
information or document need not be included in respect of any
class of issuers or securities if it finds that the requirement of
such information or document is inapplicable to such class and that
disclosure fully adequate for the protection of investors is
otherwise required to be included within the registration
statement. If any accountant, engineer, or appraiser, or any person
whose profession gives authority to a statement made by him, is
named as having prepared or certified any part of the registration
statement, or is named as having prepared or certified a report or
valuation for use in connection with the registration statement,
the written consent of such person shall be filed with the
registration statement. If any such person is named as having
prepared or certified a report or valuation (other than a public
official document or statement) which is used in connection with
the registration statement, but is not named as having prepared or
certified such report or valuation for use in connection with the
registration statement, the written consent of such person shall be
filed with the registration statement unless the Commission
dispenses with such filing as impracticable or as involving undue
hardship on the person filing the registration statement. Any such
registration statement shall contain such other information, and be
accompanied by such other documents, as the Commission may by rules
or regulations require as being necessary or appropriate in the
public interest or for the protection of investors.
(b)(1) The Commission shall prescribe special rules with respect
to registration statements filed by any issuer that is a blank
check company. Such rules may, as the Commission determines
necessary or appropriate in the public interest or for the
protection of investors -
(A) require such issuers to provide timely disclosure, prior to
or after such statement becomes effective under section 77h of
this title, of (i) information regarding the company to be
acquired and the specific application of the proceeds of the
offering, or (ii) additional information necessary to prevent
such statement from being misleading;
(B) place limitations on the use of such proceeds and the
distribution of securities by such issuer until the disclosures
required under subparagraph (A) have been made; and
(C) provide a right of rescission to shareholders of such
securities.
(2) The Commission may, as it determines consistent with the
public interest and the protection of investors, by rule or order
exempt any issuer or class of issuers from the rules prescribed
under paragraph (1).
(3) For purposes of paragraph (1) of this subsection, the term
"blank check company" means any development stage company that is
issuing a penny stock (within the meaning of section 78c(a)(51) of
this title) and that -
(A) has no specific business plan or purpose; or
(B) has indicated that its business plan is to merge with an
unidentified company or companies.