Securities and Exchange Commission

(redirected from Securities Laws)
Also found in: Dictionary, Thesaurus, Legal, Financial.

Securities and Exchange Commission

(SEC), agency of the U.S. government created by the Securities Exchange Act of 1934 and charged with protecting the interests of the public and investors in connection with the public issuance and sale of corporate securities. The five members of the SEC are appointed by the President and confirmed by the Senate for terms of five years.

Responsibilities

The SEC administers a number of the most important reform measures of the New Deal: the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Trust Indenture Act of 1939, the Investment Company Act of 1940, and the Investment Advisers Act of 1940. In addition it may act as a participant in corporate reorganizations in the federal courts under the National Bankruptcy Act.

The first three of these statutes were passed in response to the pressure for greater protection of investors that developed as a result of the drastic decline in values of securities after Oct., 1929, the revelation of fraudulent and unfair practices in the sale of stocks and bonds, and the widespread belief that such practices had contributed to the severity of the Great DepressionGreat Depression,
in U.S. history, the severe economic crisis generally considered to have been precipitated by the U.S. stock-market crash of 1929. Although it shared the basic characteristics of other such crises (see depression), the Great Depression was unprecedented in its
..... Click the link for more information.
 of the 1930s.

The Securities Act of 1933 is intended to compel full disclosure to investors of material facts about securities offered and sold in interstate commerce or through the mails. It requires that before an issue of securities may be offered for public sale the issuer must file with the SEC a registration statement giving complete information on such securities and on the issuing company. Dealers in securities must provide their customers with a condensation of the data in the statement. The SEC examines the statement and may refuse registration if it appears to be misleading, inaccurate, or incomplete. If registration is denied, the securities may not be offered for sale. However, an approval of the statement is not a finding by the SEC that the securities have investment value, or even a guarantee that the disclosures are accurate.

The Securities Exchange Act of 1934 is designed to increase the information available to investors and to prevent unfair practices in U.S. stock exchanges. It requires that certain current information be made public on the financial and managerial condition of corporations whose securities are traded in the exchanges. A registration statement containing such data for each listed security must be submitted to the SEC. The act also places the stock exchanges and over-the-counter markets under the SEC's supervision. Stock exchanges, brokers, and dealers must file information about themselves with the commission. Manipulative practices and false and misleading statements are prohibited. Other practices, such as short sales and market pegging, are regulated. Officers, directors, and principal stockholders of corporations whose securities are registered must report all their transactions in equity securities of their companies. The Board of Governors of the Federal Reserve System is responsible for regulating by means of margin requirements the use of bank credit to finance trading in securities.

The Public Utility Holding Company Act regulates the financial practices of holding-company systems controlling electric and gas utilities. It provides for registration of holding companies, elimination of uneconomic holding-company structures, and supervision of their transactions in securities and of certain of their financial practices. The SEC must pass upon all plans for reorganization of such companies or their subsidiaries and must require the corporate simplification and geographic integration of holding-company systems. However, it does not regulate public-utility rates. This act was upheld by the Supreme Court in 1946.

The Trust Indenture Act requires that securities of trustees meet satisfactory standards, and it also sets up qualifications for trustees. The Investment Company and Investment Advisers acts provide for registration and regulation of investment trusts, investment companies, and investment advisers.

The various laws administered by the SEC are intended to give investors a greater degree of safety in entrusting their money to enterprises than was previously afforded them. With these laws the emphasis in determining responsibility for the quality and condition of goods sold has shifted from the buyer to the seller. However, the statutes do not guarantee investors against loss. It is perhaps no more difficult for them to lose their money than before. The regulatory measures were at first bitterly opposed by the financial community, on the ground that they imposed such severe limitations and liabilities on security issuers and dealers as to impede the financing of industry. Persons aggrieved by the decisions of the SEC have a right of review by a U.S. circuit court of appeals. The original penalties of the Securities Act of 1933 were softened in 1934.

Bibliography

See annual reports of the SEC.

References in periodicals archive ?
Amendment to these Sections are included in the Securities Laws (Amendment) Bill 2014 by prescribing minimum penalty to be imposed for each violation in the Securities Laws (Amendment) Bill 2014, in addition to the amendments included in the earlier Ordinance.
In order to keep in force the amendments that gave the legal backing to the Securities and Exchange Board of India to tackle critical issues including powers to respond to the growing menace of illegal deposit taking and Ponzi schemes, the Securities Laws (Amendment) Second Ordinance 2013, prepared on the lines of the Securities Laws (Amendment) Bill 2013 pending in Lok Sabha, was promulgated by the President.
Other recommendations go beyond what is included in the federal securities laws and would apply to all companies, including those subject to the federal securities laws.
Like securities offerings generally; a Rule 144A offering is subject to the anti-fraud requirements of the securities laws, and, accordingly, all disclosure materials used to market the transaction must be materially accurate and complete.
Unfortunately for the SEC, the courts in recent years have been interpreting securities laws in a less expansive manner.
Generally, the activities of banks, including those securities activities that are conducted in the bank, are regulated under the banking laws by the banking regulators, and securities firms are regulated under the securities laws by the Securities and Exchange Commission (SEC) and self-regulatory organizations (SROs).
What risk management issues are related to securities laws compliance?
The new rules require attorneys to report evidence of a material violation of securities law or breach of fiduciary duty or similar violation, by a company or agent of a company, up the ladder within the company until the attorney receives an adequate response.
Additionally, when stock is sold in violation of securities laws, investors have a right to sue to receive their investment back.
The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state laws.
He has also represented clients in a number of complex commercial litigation matters and civil actions brought under the federal securities laws.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the notes nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Full browser ?