The U.S. Securities and Exchange Commission (SEC) is an independent, nonpartisan, quasi-judicial regulatory agency that is responsible for administering federal securities laws. The main objective of these laws is to protect investors in securities markets in the United States from fraud and other dishonest activities. The laws are designed to ensure that securities markets operate fairly and that investors have access to disclosures of all material information concerning publicly traded securities.
Congressional investigations of the collapse of the stock market in 1929 and the subsequent Depression found that investors suffered heavy losses for two major reasons. First, many companies had failed to disclose relevant information. Second, many misrepresentations of financial information had been made to the investors. The SEC was created to provide oversight in an attempt to prevent such a situation from arising again.
The SEC regulates firms engaged in the purchase and sale of securities, people who provide investment advice, and investment companies. The SEC may also provide the means to enforce securities laws through the appropriate sanctions. The commission may also serve in an advisory capacity to the federal courts in Chapter 11 cases (e.g., corporate reorganization proceedings under Chapter 11 of the Bankruptcy Reform Act of 1978).
The SEC was established by Congress in 1934 under the Securities Exchange Act. The commission is made up of five commissioners, all of whom are appointed by the president of the United States with the advice and consent of the Senate. Each commissioner is appointed to a fixed five-year term; terms are staggered so that one expires on June 5 of every year. One of the commissioners is designated as chair by the president. As a matter of policy, no more than three of the five commissioners may be from the same political party. The commission employs financial analysts and examiners, accountants, lawyers, economists, investigators, and other professionals to carry on its responsibilities. The following description provides a listing of the principal divisions of the commission.
Corporation Finance has the overall responsibility of ensuring that disclosure requirements are met by publicly held companies registered with the SEC. Its responsibilities include reviewing registration statements for publicly traded corporate securities, as well as documents concerning proxies, mergers and acquisitions, tender offers, and solicitations.
This division is responsible for overseeing the securities markets and their self-regulatory organizations (such as the nation's stock exchanges), for registering and regulating brokerage firms, and for overseeing other market participants, such as transfer agents and clearing organizations. It also sets financial responsibility standards and regulates trading and sales practices affecting operation of the securities markets.
The Enforcement Division has the responsibility of enforcing federal securities laws. These responsibilities include investigating possible violations of the federal securities laws and recommending appropriate remedies for consideration by the Securities and Exchange Commission. The SEC typically brings between 400 and 500 civil enforcement actions per year against companies and individuals that it suspects of breaking securities laws.
This division has the responsibility of administering three statutes: the Investment Company Act of 1940; the Investment Advisers Act of 1940; and the Public Utility Holding Company Act of 1935. The Division of Investment Management ensures compliance with regulations regarding the registration, financial responsibility, sale practices, and advertising of investment companies and investment advisers. New products offered by these entities are also reviewed by the staff in this division. The staff reviews and processes investment company registration statements, proxy statements, and periodic reports as per the laws specified under the Securities Act.
This office conducts and coordinates all compliance inspection programs of brokers, dealers, self-regulatory organizations, investment companies and advisers, clearing agencies, and transfer agents. It determines whether these entities are in compliance with the federal securities laws, with the goal of protecting investors.
The Securities and Exchange Commission is responsible for enforcing the following seven major securities laws:
The Securities Act imposes mandatory disclosure requirements on companies that sell their new securities through the securities markets. The act's base philosophy is to let the issuer disclose and to let the investor beware. This act is often referred to as the "truth in securities" law. The act requires that investors receive financial and other significant information concerning securities being offered for public sale. The act also prohibits deceit, misrepresentations, and other fraud in the sale of securities.
In 1975, Congress amended the Securities Act of 1933. The major focus of the amendment was the requirement that the SEC move towards establishing a single nationwide securities market. The law did not specify the structure of a national securities market, but it is assumed that any national market would make extensive use of computers and electronic communication devices.
The Securities Exchange Act of 1934 extends the disclosure concepts to securities already outstanding. The major provisions of the Securities Exchange Act of 1934 are as follows:
Interstate holding companies engaged, through subsidiaries, in the electric utility business or in the retail distribution of natural or manufactured gas are subject to regulation under this act. These companies, unless specifically exempted, are required to submit reports providing detailed information concerning the organization, financial structure, and operations of the holding company and its subsidiaries. Holding companies are subject to SEC regulations on such matters as system structure, acquisitions, combinations, and issue and sale of securities.
Under the scrutiny of the SEC, this act applies to debt securities, including bonds, debentures and notes, and similar debt instruments offered for public sale and issued under trust indentures with more than $7.5 million in securities outstanding at any one time. Even though such securities may be registered under the Securities Act, they may not be offered for sale to the public unless a formal agreement between the issuer of bonds and bondholder, known as the trust indenture, conforms to the statutory standards of this act.
Under this act, activities of companies—including mutual funds—engaged primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public, are subject to certain statutory prohibitions and to Securities and Exchange Commission regulation. Public offerings of investment companies' securities must also be registered under the Securities Act of 1933. In this context, it should be noted that although the SEC serves as a regulatory agency in these cases, the SEC does not supervise the company's investment activities. The mere presence of the SEC as a regulatory agency does not in itself guarantee a safe investment for potential investors.
The Investment Advisers Act of 1940 establishes a pattern of regulating investment advisers. The main purpose of this act is to ensure that all persons, or firms, that are compensated for providing advising services to anyone about securities investments are registered with the SEC and conform to the established standards designed to protect investors. The SEC has the authority to strip an investment adviser of his or her registration should he or she be found guilty of committing a statutory violation or securities fraud.
The Sarbanes-Oxley Act, signed into law by President George W. Bush on July 30, 2002, marked the first significant reform of American business practices in decades. Passed in the wake of several financial scandals at major corporations, the Act was intended to enhance corporate responsibility, combat accounting fraud, and clarify financial disclosures. It also created the Public Company Accounting Oversight Board (PCAOB) to guarantee that the auditing profession remained unbiased in performing its vital role of ensuring corporate compliance with financial reporting standards.
U.S. government leaders hoped that the Sarbanes-Oxley Act would serve to clean up American capital markets, improve corporate governance, and restore investor confidence. High-profile cases of insider trading and fraud at such companies as Enron and WorldCom—which took place either under the noses or with the implicit approval of the major public accounting firms hired to audit them—has led to a movement to increase the power of the SEC.
Ramesh C. Garg
Revised by Laurie Collier Hillstrom
Barber, Marc. "U.S. Clean-Up Operation: Regulators in the U.S. are as Determined as Ever to Restore Faith After the Series of Accounting Scandals in Recent Years." Accountant May 2004.
Garg, Ramesh, et al. Basics of Financial Management. Acton, Massachusetts: Copley Publishing Group, 1997.
U.S. Securities and Exchange Commission. "The Investor's Advocate: How the SEC Protects Investors and Maintains Market Integrity." 12 January 2005. Available from http://www.sec.gov/about/whatwedo.html.