Use of interstate commerce for purpose of fraud or deceit
It shall be unlawful for any person in the offer or sale of any securities
or any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley
Act [15 USCS § 78c note]) by the use of any means or instruments of transportation
or communication in interstate commerce or by use of the mails, directly or
to employ any device, scheme, or artifice to defraud,
to obtain money or property by means of any untrue
statement of a material fact or any omission to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; or
to engage in any transaction, practice, or course
of business which operates or would operate as a fraud or deceit upon
Use of interstate commerce for purpose of offering for
It shall be unlawful for any person, by the use of any means or instruments
of transportation or communication in interstate commerce or by the use of
the mails, to publish, give publicity to, or circulate any notice, circular,
advertisement, newspaper, article, letter, investment service, or communication
which, though not purporting to offer a security for sale, describes such
security for a consideration received or to be received, directly or indirectly,
from an issuer, underwriter, or dealer, without fully disclosing the receipt,
whether past or prospective, of such consideration and the amount thereof.
Exemptions of section 3 not applicable to this section
The exemptions provided in section 3 shall not
apply to the provisions of this section.
The authority of the Commission under this section with respect to security-based
swap agreements (as defined in section 206B of the Gramm-Leach-Bliley Act
[15 USCS § 78c note]) shall be subject to the restrictions and limitations
of section 2A(b).
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