Show National Blue Sky Measure Js Introduced in Congress Identical Bills Now Are Before Both Senate and House for Consideration THERE has been received by Secretary A. A G. G Mackenzie of the Utah chapter of the American M Mining ning congress a a copy of the then n national blue sky bill introduced in the senate by Senator Simmons Simmons Sim Sim- mons and which is identical with that introduced in the house by Representative Taylor Following is the text of the measure Be it enacted by the tOe senate and ana house of representatives of the United States of America In congress assembled That this act shall shan be known as the Federal Stock Publicity act Section 2 2 That every corporation organized organized organized or or- for tor the purpose or with the power pow pow- er of engaging In Interstate commerce or engaged in Interstate commerce which proposes or Intends to offer shares of its stock to the public for purchase subscription sub sub- or acquisition by the public in any manner and every person firm as association association as- as or corporation which proposes propose or Intends to offer shares of stock in incorporation a a. corporation to the public for tor purchase subscription or acquisition by th the public in any manner through the use or medium me medium of the United States mails mans or o of any means or Instruments of ot transportation tation of communication owned or conri controlled con con- trotted trolled by the United States or a an any ri rouS agency thereof f or through the use se o or medium of any book magazine newspaper newspaper per publication circular advertisement or printed or written communication car car- ned or transmitted through or by such mans malls or m means ans or Instruments of transportation transportation transportation trans trans- or communication or any o of them shall shan to file tile statements statement hereinafter provided for before any sue such shares of ot stock are offered Provided however that this act shall shan not apply to the offer otter of shares of ot any corporation or organized organized or- or under the laws of one of the states of at the United States for tor the purpose pur pur- pose poso of engaging In public service In such state f if the issue or sale sate of such shares shall shan be subject to the approval of a commission commission com com- corn com mission or other public authority In the said state S 5 3 That In case an offer o ores of shares res as hereinbefore provided shalbe shall be made by or r in behalf of or In hi the Interest in interest interest In- In terest of the corporation by which h such shares are issued or in case any of the consideration payable able by or receivable from the public shall be payable to or receivable receivable re- re by or for tor account or In the In Interest Interest In- In interest terest of such corporation the said statement statement statement state state- ment shall be signed by the said corporation corpora corpora- tion and by the president or other chief executive officer the treasurer or other otner chief financial officer and a majority of ot the board of ot directors or or if there Is Js no board of directors a majority of or the pers persons persons per per- s sons ns or board having the power of ot management management management man man- of ot such corporation In al all all cases the said statement shall be signed by the person firm corporation or association association asso asso- elation making or intending to make the offer to the public and the signatures on behalf of at corporations corporation or associations shall be those of the officers specified above in this paragraph For the purpose of this paragraph shares of stock in a corporation shall be deemed to be of offered offered offered of- of by or on behalf of ot or in the Interest of such corporation If such offer otter is 18 made or to be made by any person syndicate association 01 or corporation which has purchased purchased purchased pur pur- chased or acquired or proposes or In Intends Intends Intends In- In tends to purchase or acquire the said shares from the corporation Issuing the same Section 4 4 That the said statements shall contain the following facts and particulars particulars particulars par par- with regard to the shares to be offered and the corporation by which such shares are issued or are to be Is Issued issued Is- Is sued to wit witla a The names and addresses of the I board of ot directors or other board of or I management president treasurer secretary sec sec- and auditor or similar or corresponding corresponding corre corre- officers officer of such corporation and the number of ot shares in such corporation corporation corporation cor cor- cor- cor owned by each cach b The name of the state or other sovereign power under the laws of which the th corporation was organized and a reference to such laws c The purpose p for which the corporation corporation corporation cor cor- was organized and the general nature of ot the business in which the corporation corporation cor cor- I is engaged or in which it proposes proposes proposes pro pro- poses to engage I The capitalization of ot the corporation Including the authorized amount of Its capital stock the number and classes of ot shares Into which such capital stock is divided a description of or the respective I voting rights preferences rights to dividends divi divi- profits or capital of ot each class with respect to each other class clasa the amount of capital stock of at each class Issued is issued issued Is- Is sued or Included in the shares snares of ot stock to be offered the amount of ot the funded debt with a brief brie description of the date maturity and character of tit such debt and the security If any therefore e The manner In which the capital of the corporation has been paid in In whether in cash or property property or by toy any other consideration stated separately with a description of ot the character and value of ot the property and other consideration consideration consid consid- I received by the corporation for tor such payments The secretary of the treasury In his discretion may limit the requirement In this subsection e so as asto asto asto to apply only to Issues of shares made within a period not less than two years preceding the date of ot the statement f The amounts of ot money or other consideration paid or delivered or agreed to be paid or delivered within a year preceding preceding preceding pre pre- ceding the date of ot the statement by or for account of the corporation to any person for the purpose of selling disposing of dealing in or marketing its shares or Securities se securities securities se- se of any kind and the names of at all such persons g The purpose for tor which the shares to be offered were Issued or are to be Issued Issued is issued Is- Is sued by the corporation the consideration consideration tion received or to be received by the cor cor- the amount of or all commissions commissions com corn missions and other consideration paid or payable by or for account o of the corporation corporation cor cor- corporation for or in respect of ot the issue sale aale or offer of or the said shares and the application of ot the consideration receivable receivable reedy reedy- able from the public for the said shares h The names and addresses of ot the vendors stating the relation of at such vendors to the corporation if It any of ot any property rights tights or interests which shall have been or are to be purchased or acquired acquired acquired ac ac- ac- ac by the corporation and paid for wholly or in part by the said zaid shares orthe orthe or the he consideration to be received the he amount and kind of such consideration tion a description of ot the said property rights and Interests and a certificate of two disinterested persons stating the fair cash ash value of such property rights and Interests I The names of at public accountants who have examined the books or audited the he accounts of tb the c corporation within the said period if it any and whether or not and to what extent the corporation corporations Is s willing that such accountants should give Information respecting the said accounts ac ac- ac- ac counts 3 j The date of or the statement k The fact tact that the execution of at the statement on behalf of the corporation has las been duly authorized by the corporation corporation corpora- corpora tion Ion and reference to the resolution or vote authorizing the same Section 6 5 That the said statements shall hall specify the names and addresses of the he persons firms Inns or corporations by whom the proposed offer is to be made madeo to o the public and in what states such offer Is to be made The said statements shall hall also contain and the persons signing the same shall furnish all such other information in- in formation if It any with respect to the said shares hares proposed or intended to be of- of offered ered to the public to the property rights and arid interests mentioned in section sec sec- tion Ion 4 subsection h hereof and to the corporation issuing the same as may be required by the rules and regulations hereafter provided for or by the secretary secre- secre secretary tary ary of the treasury Section 6 6 That the said statements shall hall be filed with the secretary of ot the treasury of the United States at Wash- Wash ington District of or Columbia who shall Issue to the person filing tiling the same a receipt re- re receipt provided the statements shall conform conform con- con form orm to the requirements hereof Certified fled fied copies of each statement shall also alsoe be e filed tiled with the of the capital city ity In each state in which an offer of shares hares is to be made as specified in the said aid statement and at such other place placer or r places in the said states as the secretary sec sec- of the treasury shall prescribe Section 7 7 That each prospectus advertisement ad- ad circular letter jetter and communication communication offering to the public shares specified ape ape- in any of ot the said statements shall contain a reference to this act and shall shan mention the fact tact that the statement re- re aing laing to the shares offered has been filed in n with i the te terms hereof er stat stat- statIng ht ol c i t Ing ng the places where copies e of such statement are filed and that the same are open pen to public inspection and shall offer offero to o send to any person requesting the same a copy of such statement by mail mall postage prepaid Copies of all such prospectuses advertisements circulars letters and communications shall b be filed tiled at the same places at which the said statements and copies thereof are required to be filed All statements copies prospectuses advertisements advertisements ad ad- circulars letters and com corn communications communications shall be open to public publio In Inspection In- In Section 8 8 That every person acquiring any shares offered to the public shall be deemed to rely upon tie t representations I set forth In the statement hereinbefore provided for relating to such shares In InI Incase Incase case any such statement shall be false In any material respect any persons acquiring acquiring acquiring ac ac- ac- ac quiring any shares to which such statement statement statement state state- ment relates either under the offer to t the e public referred to therein or from any person knowing of such falsity shall have the right to rescind the transaction and to demand the return of any and all consideration given or paid for any suck shares upon the surrender thereof any an person acquiring any shares to which such statement relates shall also have havethe havethe havethe the right to obtain damages for tor any andall and andall andall all losses sustained by such person as a consequence of such falsity from anYone any anyone anyone one or more nore of the signers of the statement statement state state- ment merit In which such falsity occurs or from any person who authorized the statement to be made Any condition stipulation or 01 provision binding any person person per per- person son acquiring any of the shares offered to the public to waive compliance with any of the provisions of ot this act or of the rules and regulations or of any requirement re requirement requirement re- re of or the secretary of or the treasury treasury treas treas- ury tny herein provided for or purporting to affect such person with notice of ot any contract document or matter not specifically specifically I referred to in the statement filed tiled with respect to such shares as herein providEd provided provided pro pro- vided shall be void The rights and remedies herein provided for shall be in addition to any and all other rights and remedies that may exist at law or in inequity equity Section 9 9 That whenever any shares shall have been beel- offered to the public the I I statement hereinbefore required having been duly filed with respect to such shares and all provisions of the act applicable applicable ap ap- ap- ap to such offer having been compiled com corn plied piled with such shares may be dealt with without further requirement of ot this act The provisions of this act shall not apply to sales sates at public auction or on stock exchanges exchanges ex ex- changes approved by the secretary of the treasury nor to offers of shares owned by banks brokers and dealers to their customers In accordance with licenses granted by the secretary of ot the treasury Section 10 That the secretary of the treasury in hi his discretion shall have the power to suspend or waive the provisions of this act or any portion of them with respect to shares heretofore Issued or I contracted to be issued or with respect to the offer of shares In which the corporation corporation corporation cor cor- which issued such shares Is not interested or or with respect to shares of corporations organized outside outside outside out out- side of the United States Section 11 That the secretary of the treasury shall have authority from time timeto timeto to time to make amend and rescind rules and regulations for the purpose of executing executing exe exe- this act He shall have authority I Ito I to prescribe forms upon which the said statements to be filed flied as hereinbefore I provided shall be made and to require such further data or Information as he may deem proper In the public Interest to be included In the said statements whether with respect to all corporations and public offerings or with respect to certain classes thereof or otherwise Such rules and regulations Shall ball be effective upon publication catlon In the manner which the secretary of ot the treasury shall prescribe pre pre- scribe The secretary of the treasury shall also fix reasonable fees for filing the said statements The powers and authorities vested in the secretary of the treasury hereby may be delegated by him himIn himin himin in whole or in part to any other department department depart depart- department ment board bureau or commission of the United States government Including the bureau provided for tor in section 12 II hereof Section 12 That for the purpose of ot carrying out the provisions of ot this act the secretary of the treasury Is hereby authorized to establish a bureau in the treasury department and to employ sue such attorneys experts assistants clerks o or other as may be deemed necessary necessary necessary sary for tor carrying but Out the provisions o othis of this act All such attorneys assistants assistant clerIcs clerks and other shall be appointed appointed appointed ap ap- ap- ap pointed without regard to the provisions provision of ot the act of at June IB 15 1883 volume 2 22 22 United States statutes at large page and any amendments thereto o or any rule or regulation made In pursuance pursuance pursuance ance thereof Provided that nothing herein shall |