This topic deals only with the securities of depository
institutions and their holding companies. The
LawyerLinks Corporate Collection
deals
in depth with securities law in general.
Overview
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 In
general, all securities sold to the general public must be registered under the
Securities Act of 1933 unless exempt
- Securities of individual banks and savings
associations are exempt from registration under sections 3(a)(2) and
3(a)(5) of the Securities Act. (15
USC 77c(a)(2) &
77c(a)(5))
- Securities of bank holding companies (BHCs) and
Savings and Loan Holding Companies (SLHCs) are not exempt from
registration
Securities
issued by national banks and by federal savings associations, although exempt
from registration under the Securities Act, are subject to registration pursuant
to rules issued by the OCC and the OTS Securities
issued by state chartered banks and savings associations are subject to the laws
and regulations of their chartering states and, for federally insured entities,
to regulations issued by the FDIC
All
securities issuers, regardless of registration status, are subject to the
antifraud provisions of section 17 of the Securities Act (15
USC 77q)
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Securities Registration Forms
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Form
S-1 - general form of registration statement
Form
SB-1 - small business issuers; less than $10M Form
SB-2 - small business issuers; any amount
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17 CFR 228.10(a)(1) - definition of small business issuer
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Statutes
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 Securities
Act Exemptions
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Regulations
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SEC
- Bank and S&L Holding Companies
- Regulation
S-K - standard instructions for Securities Act and Exchange Act filings
 Regulation
S-X, Article 9 - 17 CFR Part 210, Article 9
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210.9-01 - Application
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210.9-02 - General Requirement
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210.9-03 - Balance Sheets
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210.9-04 - Income Statements
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210.9-05 - Foreign Activities
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210.9-06 - Condensed Financial Information of Registrant
OCC
- Securities of National Banks
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CFR Part 11 - Securities Exchange Act Disclosure Rules
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11.1 Authority and OMB control number.
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11.2 Reporting requirements for registered national banks.
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11.3 Filing requirements and inspection of documents.
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11.4 Filing fees.
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CFR Part 16 - Securities Offering Disclosure Rules
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16.1 Authority, purpose, and scope.
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16.2 Definitions.
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16.3 Registration statement and prospectus requirements.
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16.4 Communications not deemed an offer.
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16.5 Exemptions.
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16.6 Sales of nonconvertible debt.
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16.7 Nonpublic offerings.
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16.8 Small issues.
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16.15 Form and content.
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16.16 Effectiveness.
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16.17 Filing requirements and inspection of documents.
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16.18 Use of prospectus.
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16.19 Withdrawal or abandonment.
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16.20 Compliance with requirements of the securities laws.
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16.30 Request for interpretive advice or no-objection letter.
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16.31 Escrow requirement.
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16.32 Fraudulent transactions and unsafe and unsound practices.
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16.33 Filing fees.
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CFR Part 18 - Disclosure of Financial and Other Information by National Banks
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18.1 Purpose and OMB control number.
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18.2 Definitions.
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18.3 Preparation of annual disclosure statement.
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18.4 Contents of annual disclosure statement.
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18.5 Alternative annual disclosure statements.
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18.6 Signature and attestation.
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18.7 Notice of availability.
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18.8 Delivery.
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18.9 Disclosure of examination reports.
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18.10 Prohibited conduct and penalties.
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18.11 Safe harbor provision.
FDIC
- Securities of nonmember state banks SEC_CODE_REF_0090001192884
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CFR Part 308, Subpart J - Rules and Procedures Relating to Exemption Proceedings
Under Section 12(h) of the Securities Exchange Act of 1934
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CFR Part 335 - Securities Of Nonmember Insured Banks
- 335.101 Scope of part, authority and OMB control number
- 335.111 Forms and schedules
- 335.201 Securities exempted from registration
- 335.211 Registration and reporting
- 335.221 Forms for registration of securities and similar matters
- 335.231 Certification, suspension of trading, and
removal from listing by exchanges
- 335.241 Unlisted trading
- 335.251 Forms for notification of action taken by national securities exchanges
- 335.261 Exemptions; terminations; and definitions
- 335.301 Reports of issuers of securities registered
pursuant to section 12
- 335.311 Forms for annual, quarterly, current, and other reports of issuers
- 335.321 Maintenance of records and issuer's representations in connection with required reports
- 335.331 Acquisition statements and acquisitions of
securities by issuers
- 335.401 Solicitations of proxies
- 335.501 Tender offers
- 335.601 Requirements of section 16 of the Securities
Exchange Act of 1934
- 335.611 Initial statement of beneficial ownership of securities (Form 3)
- 335.612 Statement of changes in beneficial ownership of securities (Form 4)
- 335.613 Annual statement of beneficial ownership of
securities (Form 5)
- 335.701 Filing requirements, public reference, and confidentiality
- 335.801 Inapplicable SEC regulations; FDIC substituted regulations; additional information
- 335.901 Delegation of authority to the Director
(DSC) and to the associate directors, regional directors and deputy regional directors to act on matters with respect to disclosure laws and regulations
OTS
- Securities of Federal Savings Associations
12
CFR Part 563d - Securities of Savings Associations
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563d.1 Requirements under certain sections of the Securities Exchange Act of
1934.
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563d.2 Mailing requirements for securities filings.
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563d.3b-6 Liability for certain statements by savings associations.
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563d.210 Form and content of financial statements.
Subpart B - Interpretations
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563d.801 Application of this subpart.
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563d.802 Description of business.
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CFR Part 563g - Securities Offerings
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563g.1 Definitions.
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563g.2 Offering circular requirement.
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563g.3 Exemptions.
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563g.4 Non-public offering.
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563g.5 Filing and signature requirements.
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563g.6 Effective date.
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563g.7 Form, content, and accounting.
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563g.8 Use of the offering circular.
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563g.9 Escrow requirement.
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563g.10 Unsafe or unsound practices.
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563g.11 Withdrawal or abandonment.
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563g.12 Securities sale report.
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563g.13 Public disclosure and confidential treatment.
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563g.14 Waiver.
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563g.15 Requests for interpretive advice or waiver.
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563g.16 Delayed or continuous offering and sale of securities.
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563g.17 Sales of securities at an office of a savings association.
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563g.18 Current and periodic reports.
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563g.19 Approval of the security.
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563g.20 Form for securities sale report.
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563g.21 Filing of copies of offering circulars in certain exempt
offerings.
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