An Act to amend the Securities Exchange Act of 1934 to make it unlawful for an issuer of securities registered pursuant to section 12 of such Act or an issuer required to file reports pursuant to section 15(d) of such Act to make certain payments to foreign officials and other foreign persons, to require such issuers to maintain accurate records, and for other purposes.

Summary

Title I: Foreign Corrupt Practices - Foreign Corrupt Practices Act - Amends the Securities Exchange Act to require specified issuers of securities to make and keep books, records and accounts, and to devise and maintain an adequate system of internal accounting controls. Makes it unlawful to directly or indirectly falsify any book, record, or document of an issuer. Prohibits bribery of foreign officials by any domestic concern. Subjects violating persons to a fine of not more than $10,000, or imprisonment of not more than two years, or both. Defines "domestic corporation" for purposes of this Act. Title II: Disclosure - Domestic and Foreign Investment Improved Disclosure Act - Expands the disclosure requirements of beneficial owners of more than five percent of specified kinds of securities to include disclosure of: (1) the residence, nationality, and nature of the beneficial ownership of the person acquiring the securities and all other persons by whom or on whose behalf the purchases have been or are to be effected, and (2) the background and nationality of each associate of the purchaser who owns or has a right to acquire additional shares of the issuer. Requires each holder of records of, and any other person having an interest in two percent phased down to .5 percent by 1979 or more of, specified classes of securities to report such interest and other information in such form and at such intervals as the Securities and Exchange Commission (SEC) shall prescribe by rule. Directs the SEC to report to Congress as to the progress of various aspects of the disclosure program. Authorizes the SEC to exempt any security, issuer, or person from the requirements of this Act if it finds that such exemption is not inconsistent with the public interest or the protection of investors. Makes it unlawful for any person with knowledge, or who should have known that a filing or publication requirement of this title has not been complied with, to effect a transition in any security subject to this title. Requires the SEC to consult with the Comptroller General and other executive agencies which require reports substantially similar to those called for by this title in order to achieve a uniform, centralized system for the reporting of information.

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3 official files

• Public Law (PDF)

  Public Law · EN · 20 December 1977

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• Conference report filed in House

  summary · EN · 6 December 1977

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• Introduced in Senate

  summary · EN · 18 January 1977

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