91 STAT. 1494
PUBLIC LAW 95-213—DEC. 19, 1977
Public Law 95-213 95th Congress An Act Dec. 19. 1977 [S. 305]
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 paynients to foreign oflScials and other foreign persons, to require such issuers to maintain accurate records, and for other purposes. Be it ermcted by the Seriate and House of Representatives United States of America in Congress assembled,
of the
Securities Exchange Act of 1934, TITLE I—FOREIGN CORRUPT PRACTICES amendment. Foreign Corrupt SHORT TITLE Practices Act of 1977. SEC. 101. This title may be cited as the "Foreign Corrupt Practices 15 USC 78a note. Act of 1977". ACCOUNTING
Assets, transactions and dispositions. 15 USC 78m. 15 USC 78/. Post, p. 1500. Records, maintenance. Internal accounting controls, establishment.
Exemption directive, issuance and expiration.
STANDARDS
SEC. 102. Section 13(b) of the Securities Exchange Act of 1934 (15 U.S.C. 7 8 q (b)) is amended by inserting " (1) " after " (b) " and by adding a t the end thereof the following: " (2) Every issuer which has a class of securities registered pursuant to section 12 of this title and every issuer which is required to file reports pursuant to section 15(d) of this title shall— " (A) make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer; and " (B) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that — " (i) transactions are executed in accordance with management's general or specific authorization; " ( i i) transactions are recorded as necessary (I) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and ( II) to maintain accountability for assets; " ( i i i) access to assets is permitted only in accordance with management's general or specific authorization; and " ( i v) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. " (3)(A) W i t h respect to matters concerning the national security of the United States, no duty or liability under paragraph (2) of this subsection shall be imposed upon any person acting in cooperation with the head of any Federal department or agency responsible for such matters if such act in cooperation with such head of a department or agency was done upon the specific, written directive of the head of such department or agency pursuant to Presidential authority to issue such directives. E a c h directive issued under this paragraph shall set forth the specific facts and circumstances with respect to which the provisions of this paragraph are to be invoked. E a c h such directive shall, unless renewed in writing, expire one year after the date of issuance.
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