15 U.S.C. § 77W
Section 77w · Unlawful representations
This is § 23 of the Securities Act of 1933
Amended 1 time on record
Applied in 39 court decisions — leading case Alyeska Pipeline Service Company v. Wilderness Society (1975)
Most recently applied in 130 F. Supp. 3d 842 - Fixed Income Shares: Series M v. Citibank N.A. (September 2015)
How often courts cite this section
Court decisions citing this, by year.Markers show enactment, consequential amendments, and circuit splits over this section — watch for a citation surge after a change or a disagreement. The dip in the last several years is a data-coverage gap, not a real trend — our corpus holds fewer opinions from the most recent years, so recent citations are undercounted.
Neither the fact that the registration statement for a security has been filed or is in effect nor the fact that a stop order is not in effect with respect thereto shall be deemed a finding by the Commission that the registration statement is true and accurate on its face or that it does not contain an untrue statement of fact or omit to state a material fact, or be held to mean that the Commission has in any way passed upon the merits of, or given approval to, such security. It shall be unlawful to make, or cause to be made to any prospective purchaser any representation contrary to the foregoing provisions of this section.
Editorial notes U.S. Code · Office of the Law Revision Counsel
Transfer of Functions
For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.
Cross References
Representations by Corporation of Foreign Security Holders as acting for Department of State or United States forbidden, see section 77kk of this title.
Representations of guaranty or recommendation by United States of security of registered holding company unlawful, see section 79z–2 of this title.
Unlawful representations under—
Investment Advisers Act of 1940, see section 80b–8 of this title.
Investment Company Act of 1940, see section 80a–34 of this title.
Securities Exchange Act of 1934, see section 78z of this title.
Trust Indenture Act of 1939, see section 77xxx of this title.