---
kind: "section"
citation: "15 U.S.C. § 77w"
title: "15"
title_heading: "Commerce and Trade"
number: "77w"
heading: "Unlawful representations"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77w"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter I — Domestic Securities"
---

# §77w. Unlawful representations


Neither the fact that the [registration statement](/usc/15/77b.md?p=a-8) for a [security](/usc/15/77b.md?p=a-1) 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](/usc/15/77b.md?p=a-5) that the [registration statement](/usc/15/77b.md?p=a-8) is true and accurate on its face or that it does not contain an untrue statement of fact or omit to [state](/usc/15/15g.md?p=2) a material fact, or be held to mean that the [Commission](/usc/15/77b.md?p=a-5) has in any way passed upon the merits of, or given approval to, such [security](/usc/15/77b.md?p=a-1). 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.


## Source credit

(May 27, 1933, ch. 38, title I, § 23, 48 Stat. 87.)

## Notes

### Executive Documents

### 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.