(a) For purposes of section
552 of title 5, United States Code, the term “records” includes all
applications, statements, reports, contracts, correspondence, notices,
and other documents filed with or otherwise obtained by the Commission
pursuant to this title or otherwise.
(b) It shall
be unlawful for any member, officer, or employee of the Commission
to disclose to any person other than a member, officer, or employee
of the Commission, or to use for personal benefit, any information
contained in any application, statement, report, contract, correspondence,
notice, or other document filed with or otherwise obtained by the
Commission (1) in contravention of the rules and regulations of the
Commission under section 552 of title 5, United States Code, or (2) in
circumstances where the Commission has determined pursuant to such
rules to accord confidential treatment to such information.
5-231.1
(c) Confidential disclosures. The
Commission may, in its discretion and upon a showing that such information
is needed, provide all “records” (as defined in subsection (a)) and
other information in its possession to such persons, both domestic
and foreign, as the Commission by rule deems appropriate if the person
receiving such records or information provides such assurances of
confidentiality as the Commission deems appropriate.
(d) Records obtained from foreign securities
authorities. Except as provided in subsection (g), the Commission
shall not be compelled to disclose records obtained from a foreign
securities authority if (1) the foreign securities authority has in
good faith determined and represented to the Commission that public
disclosure of such records would violate the laws applicable to that
foreign securities authority, and (2) the Commission obtains such
records pursuant to (A) such procedure as the Commission may authorize
for use in connection with the administration or enforcement of the
securities laws, or (B) a memorandum of understanding. For purposes
of section 552 of title 5, United States Code, this subsection shall
be considered a statute described in subsection (b)(3)(B) of such
section 552.
(e) Records
obtained from registered persons.
(1) Except as provided in subsection (g),
the Commission shall not be compelled to disclose records or information
obtained pursuant to section 17(b), or records or information based
upon or derived from such records or information, if such records
or information have been obtained by the Commission for use in furtherance
of the purposes of this title, including surveillance, risk assessments,
or other regulatory and oversight activities.
(2) For purposes of section 552 of title
5, United States Code, this subsection shall be considered a statute
described in subsection (b)(3)(B) of such section 552. Collection
of information pursuant to section 17 shall be an administrative action
involving an agency against specific individuals or agencies pursuant
to section 3518(c)(1) of title 44, United States Code.
(f) Sharing privileged
information with other authorities.
(1) The Commission shall not be deemed
to have waived any privilege applicable to any information by transferring
that information to or permitting that information to be used by—
(A) any agency (as defined in section 6 of title 18, United States
Code);
(B) the Public
Company Accounting Oversight Board;
(C) any self-regulatory organization;
(D) any foreign securities
authority;
(E) any
foreign law enforcement authority; or
(F) any State securities or law enforcement
authority.
(2) The Commission shall not be compelled to disclose privileged
information obtained from any foreign securities authority, or foreign
law enforcement authority, if the authority has in good faith determined
and represented to the Commission that the information is privileged.
(3) (A) Federal agencies, State
securities and law enforcement authorities, self-regulatory organizations,
and the Public Company Accounting Oversight Board shall not be deemed
to have waived any privilege applicable to any information by transferring
that information to or permitting that information to be used by the
Commission.
(B) The
provisions of subparagraph (A) shall not apply to a self-regulatory
organization or the Public Company Accounting Oversight Board with
respect to information used by the Commission in an action against
such organization.
(4) For purposes of this subsection—
(A) the term “privilege” includes any work-product privilege, attorney-client
privilege, governmental privilege, or other privilege recognized under
Federal, State, or foreign law;
(B) the term “foreign law enforcement
authority” means any foreign authority that is empowered under foreign
law to detect, investigate or prosecute potential violations of law;
and
(C) the term
“State securities or law enforcement Authority” means the authority
of any State or territory that is empowered under State or territory
law to detect, investigate, or prosecute potential violations of law.
(g) Savings provisions. Nothing in this section shall—
(1) alter the Commission’s responsibilities
under the Right to Financial Privacy Act (12 U.S.C. 3401 et seq.),
as limited by section 21(h) of this Act, with respect to transfers
of records covered by such statutes, or
(2) authorize the Commission to withold
information from the Congress or prevent the Commission from complying
with an order of a court of the United States in an action commenced
by the United States or the Commission.
[15 USC 78x. As amended
by acts of June 4, 1975 (89 Stat. 158); Nov. 15, 1990 (104 Stat. 2715);
and July 21, 2010 (124 Stat. 1857, 1860).]
