Securities Lawyer's Deskbook
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Securities Exchange Act of 1934





Section 32 -- Penalties


  1. Willful violations; false and misleading statements

    Any person who willfully violates any provision of this title (other than section 30A), 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 title, 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 title or any rule or regulation thereunder or any undertaking contained in a registration statement as provided in subsection (d) of section 15, 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.

  2. 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 15 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.

  3. Violations by issuers, officers, directors, stockholders, employees, or agents of issuers

      1. Any issuer that violates subsection (a) or (g) of section 30A shall be fined not more than $2,000,000.

      2. Any issuer that violates subsection (a) or (g) of section 30A shall be subject to a civil penalty of not more than $10,000 imposed in an action brought by the Commission.

      1. 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 30A shall be fined not more than $100,000, or imprisoned not more than 5 years, or both.

      2. 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 30A shall be subject to a civil penalty of not more than $10,000 imposed in an action brought by the Commission.

    1. 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.


Legislative History


June 6, 1934, c. 404, Title I, § 32, 48 Stat. 904; May 27, 1936, c. 462, § 9, 49 Stat. 1380; June 25, 1938, c. 677, § 4, 52 Stat. 1076; Aug. 20, 1964, Pub.L. 88-467, § 11, 78 Stat. 580; June 4, 1975, Pub.L. 94-29, §§ 23, 27(b), 89 Stat. 162, 163; Dec. 19, 1977, Pub.L. 95-213, Title I, § 103(b), 91 Stat. 1496; Aug. 10, 1984, Pub.L. 98-376, § 3, 98 Stat. 1265; Aug. 23, 1988, Pub.L. 100-418, Title V, § 5003(b), 102 Stat. 1419; Nov. 19, 1988, Pub.L. 100-704, § 4, 102 Stat. 4680; Nov. 10, 1998, Pub.L. 105-366, § 2(d), 112 Stat. 3303; July 30, 2002, P.L. 107-204, Title XI, § 1106, 116 Stat. 810.

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