U.S. Securities and Exchange Commission
U.S. Securities and Exchange Commission (SEC) is an independent
agency of the United States federal government. The SEC holds primary
responsibility for enforcing the federal securities laws, proposing
securities rules, and regulating the securities industry, the nation's
stock and options exchanges, and other activities and organizations,
including the electronic securities markets in the United States.
In addition to the Securities Exchange Act of 1934, which created it,
the SEC enforces the Securities Act of 1933, the Trust Indenture Act
of 1939, the
Investment Company Act of 1940, the
Act of 1940, the
Sarbanes–Oxley Act of 2002, and other statutes. The
SEC was created by Section 4 of the Securities Exchange Act of 1934
(now codified as 15 U.S.C. § 78d and commonly referred to
as the Exchange Act or the 1934 Act).
3 Organizational structure
3.1 Commission members
4 SEC communications
4.1 Comment letters
4.2 No-action letters
5 Freedom of Information Act processing performance
6.1 List of major SEC enforcement actions (2009–12)
6.2 Regulatory action in the credit crunch
6.3 Regulatory failures
Inspector General office failures
6.3.2 Destruction of documents
7 Relationship to other agencies
8 Related legislation
9 See also
11 External links
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The SEC has a three-part mission: to protect investors; maintain fair,
orderly, and efficient markets; and facilitate capital formation.
To achieve its mandate, the SEC enforces the statutory requirement
that public companies and other regulated companies submit quarterly
and annual reports, as well as other periodic reports. In addition to
annual financial reports, company executives must provide a narrative
account, called the "management discussion and analysis" (MD&A),
that outlines the previous year of operations and explains how the
company fared in that time period. MD&A will usually also touch on
the upcoming year, outlining future goals and approaches to new
projects. In an attempt to level the playing field for all investors,
the SEC maintains an online database called
EDGAR (the Electronic Data
Gathering, Analysis, and Retrieval system) online from which investors
can access this and other information filed with the agency.
Quarterly and semiannual reports from public companies are crucial for
investors to make sound decisions when investing in the capital
markets. Unlike banking, investment in the capital markets is not
guaranteed by the federal government. The potential for big gains
needs to be weighed against that of sizable losses. Mandatory
disclosure of financial and other information about the issuer and the
security itself gives private individuals as well as large
institutions the same basic facts about the public companies they
invest in, thereby increasing public scrutiny while reducing insider
trading and fraud.
The SEC makes reports available to the public through the EDGAR
system. The SEC also offers publications on investment-related topics
for public education. The same online system also takes tips and
complaints from investors to help the SEC track down violators of the
securities laws. The SEC adheres to a strict policy of never
commenting on the existence or status of an ongoing investigation.
Prior to the enactment of the federal securities laws and the creation
of the SEC, there existed so-called blue sky laws. They were enacted
and enforced at the state level, and regulated the offering and sale
of securities to protect the public from fraud. Though the specific
provisions of these laws varied among states, they all required the
registration of all securities offerings and sales, as well as of
every U.S. stockbroker and brokerage firm.
However, these blue sky laws were generally found to be ineffective.
For example, the
Investment Bankers Association told its members as
early as 1915 that they could "ignore" blue sky laws by making
securities offerings across state lines through the mail. After
holding hearings on abuses on interstate frauds (commonly known as the
Pecora Commission), Congress passed the
Securities Act of 1933
Securities Act of 1933 (15
U.S.C. § 77a), which regulates interstate sales of
securities (original issues) at the federal level. The subsequent
Securities Exchange Act of 1934
Securities Exchange Act of 1934 (15 U.S.C. § 78d) regulates
sales of securities in the secondary market. Section 4 of the 1934 act
U.S. Securities and Exchange Commission
U.S. Securities and Exchange Commission to enforce the
federal securities laws; both laws are considered parts of Franklin D.
New Deal raft of legislation.
Joseph P. Kennedy
Joseph P. Kennedy Sr, the inaugural Chairman of the SEC
Securities Act of 1933
Securities Act of 1933 is also known as the "Truth in Securities
Act" and the "Federal Securities Act", or just the "1933 Act". Its
goal was to increase public trust in the capital markets by requiring
uniform disclosure of information about public securities offerings.
The primary drafters of 1933 Act were Huston Thompson, a former
Federal Trade Commission
Federal Trade Commission (FTC) chairman, and Walter Miller and Ollie
Butler, two attorneys in the Commerce Department's Foreign Service
Division, with input from Supreme Court Justice Louis Brandeis. For
the first year of the law's enactment, the enforcement of the statute
rested with the Federal Trade Commission, but this power was
transferred to the SEC following its creation in 1934.
In 1934, Roosevelt named his friend Joseph P. Kennedy, a self-made
multimillionaire financier and a leader among the Irish-American
community, as the insider-as-chairman who knew
Wall Street well enough
to clean it up. Two of the other five commissioners were James M.
Landis (one of the architects of the 1934 Act and other New Deal
Ferdinand Pecora (Chief Counsel to the Senate
Committee on Banking and Currency during its investigation of Wall
Street banking and stock brokerage practices). Kennedy added a number
of intelligent young lawyers, including
William O. Douglas
William O. Douglas and Abe
Fortas, both of whom later became Supreme Court justices. Kennedy's
team defined the mission and operating mode for the SEC, making full
use of its wide range of legal powers. The SEC had four missions.
First and most important was to restore investor confidence in the
securities market, which had practically collapsed because of doubts
about its internal integrity, and fears of the external threats
supposedly posed by anti-business elements in the Roosevelt
administration. Second, in terms of integrity, the SEC had to get rid
of the penny-ante swindles based on fake information, fraudulent
devices, and unsound get-rich-quick schemes. That unsavory element had
to be prosecuted and shut down. Thirdly, and much more important than
the outright frauds, the SEC had to end the million-dollar insider
maneuvers by top officials of major corporations, whereby insiders
with access to much better information about the condition of the
company knew when to buy or sell their own securities. A crackdown on
insider trading was given high priority. Finally, the SEC had to set
up a complex system of registration for all securities sold in
America, with a clear-cut set of deadlines, rules and guidelines that
everyone had to follow. Drafting precise rules was the main challenge
faced by the bright young lawyers. The SEC succeeded in its four
missions, as Kennedy reassured the American business community that
they would no longer be deceived and tricked and taken advantage of by
Wall Street. He became a cheerleader for ordinary investors to return
to the market and enable the economy to grow again.
The law requires that issuing companies register distributions of
securities with the SEC prior to interstate sales of these securities,
so that investors may have access to basic financial information about
issuing companies and risks involved in investing in the securities in
question. Since 1994, most registration statements (and associated
materials) filed with the SEC can be accessed via the SEC's online
Securities Exchange Act of 1934
Securities Exchange Act of 1934 is also known as "the Exchange
Act" or "the 1934 Act". This act regulates secondary trading between
individuals and companies which are often unrelated to the original
issuers of securities. Entities under the SEC's authority include
securities exchanges with physical trading floors such as the New York
Stock Exchange (NYSE), self-regulatory organizations (SROs) such as
the National Association of Securities Dealers (NASD), the Municipal
Securities Rulemaking Board (MSRB), online trading platforms such as
NASDAQ Stock Market (NASDAQ) and alternative trading systems
(ATSs), and any other persons (e.g., securities brokers) engaged in
transactions for the accounts of others.
Later SEC commissioners and chairmen include William O. Douglas,
Jerome Frank (one of the leaders of the legal realism movement), and
William J. Casey
William J. Casey (who later headed the Central Intelligence Agency
under President Ronald Reagan).
Main article: Securities and Exchange Commission appointees
Non-partisan, no more than three Commissioners may belong to the same
political party. The President also designates one of the
Commissioners as Chairman, the SEC's top executive. However, the
President does not possess the power to fire the appointed
Commissioners, a provision that was made to ensure the independence of
the SEC. This issue arose during the 2008 presidential election in
connection with the ensuing financial crises.
Currently, the SEC Commissioners are:
May 4, 2017
August 15, 2013
August 9, 2013
Robert J. Jackson Jr.
January 11, 2018
U.S. Securities and Exchange Commission
U.S. Securities and Exchange Commission headquarters in Washington,
D.C., near Union Station
Within the SEC, there are five divisions. Headquartered in Washington,
D.C., the SEC has 11 regional offices throughout the US.
The SEC's divisions are:
Trading and Markets
Economic and Risk Analysis
Corporation Finance is the division that oversees the disclosure made
by public companies, as well as the registration of transactions, such
as mergers, made by companies. The division is also responsible for
The Trading and Markets division oversees self-regulatory
organizations such as the Financial Industry Regulatory Authority
Municipal Securities Rulemaking Board (MSRB) and all
broker-dealer firms and investment houses. This division also
interprets proposed changes to regulations and monitors operations of
the industry. In practice, the SEC delegates most of its enforcement
and rulemaking authority to FINRA. In fact, all trading firms not
regulated by other SROs must register as a member of FINRA.
Individuals trading securities must pass exams administered by FINRA
to become registered representatives.
Investment Management Division oversees registered investment
companies, which include mutual funds, as well as registered
investment advisors. These entities are subject to extensive
regulation under various federal securities laws. The Division of
Investment Management administers various federal securities laws, in
Investment Company Act of 1940 and
Act of 1940. This division's responsibilities include:
assisting the Commission in interpreting laws and regulations for the
public and SEC inspection and enforcement staff;
responding to no-action requests and requests for exemptive relief;
reviewing investment company and investment adviser filings;
assisting the Commission in enforcement matters involving investment
companies and advisers; and
advising the Commission on adapting SEC rules to new circumstances.
The Enforcement Division works with the other three divisions, and
other Commission offices, to investigate violations of the securities
laws and regulations and to bring actions against alleged violators.
The SEC generally conducts investigations in private. The SEC's staff
may seek voluntary production of documents and testimony, or may seek
a formal order of investigation from the SEC, which allows the staff
to compel the production of documents and witness testimony. The SEC
can bring a civil action in a U.S. District Court, or an
administrative proceeding which is heard by an independent
administrative law judge (ALJ). The SEC does not have criminal
authority, but may refer matters to state and federal prosecutors. The
director of the SEC's Enforcement Division
Robert Khuzami left the
office in February 2013.
Among the SEC's offices are:
The Office of General Counsel, which acts as the agency's "lawyer"
before federal appellate courts and provides legal advice to the
Commission and other SEC divisions and offices;
The Office of the Chief Accountant, which establishes and enforces
accounting and auditing policies set by the SEC. This office has
played a role in such areas as working with the Financial Accounting
Standards Board to develop Generally Accepted Accounting Principles,
Public Company Accounting Oversight Board in developing audit
requirements, and the
International Accounting Standards Board in
advancing the development of International Financial Reporting
The Office of Compliance, Inspections and Examinations, which inspects
broker-dealers, stock exchanges, credit rating agencies, registered
investment companies, including both closed-end and open-end (mutual
funds) investment companies, money funds. and Registered Investment
The Office of International Affairs, which represents the SEC abroad
and which negotiates international enforcement information-sharing
agreements, develops the SEC's international regulatory policies in
areas such as mutual recognition, and helps develop international
regulatory standards through organizations such as the International
Organization of Securities Commissions and the Financial Stability
The Office of Investor Education and Advocacy, which helps educate the
public about securities markets and warns investors of fraud and stock
The Office of Economic Analysis, which helps the SEC estimate the
economic costs and benefits of its various rules and regulations; and
The Office of Information Technology, which supports the Commission
and staff in information technology, including application
development, infrastructure operations. and engineering, user support,
IT program management, capital planning, security, and enterprise
The Inspector General. The SEC announced in January 2013 that it had
Carl Hoecker the new inspector general. He has a staff
SEC Office of the Whistleblower
SEC Office of the Whistleblower provides assistance and
information from a whistleblower who knows of possible securities law
violations: this can be among the most powerful weapons in the law
enforcement arsenal of the Securities and Exchange Commission.
Created by Section 922 of the Dodd-Frank
Wall Street Reform and
Consumer Protection Act Dodd–Frank
Wall Street Reform and Consumer
Protection Act amended the
Securities Exchange Act of 1934
Securities Exchange Act of 1934 (the
"Exchange Act") by, among other things, adding Section 21F, entitled
Whistleblower Incentives and Protection." Section 21F
directs the Commission to make monetary awards to eligible individuals
who voluntarily provide original information that leads to successful
Commission enforcement actions resulting in the imposition of monetary
sanctions over $1,000,000, and certain successful related actions.
Comment letters are issued by the SEC's Division of Corporation
Finance in response to a company's public filing. This letter,
initially private, contains an itemized list of requests from the SEC.
Each comment in the letter asks the filer to provide additional
information, modify their submitted filing, or change the way they
disclose in future filings. The filer must reply to each item in the
comment letter. The SEC may then reply back with follow-up
comments. This correspondence is later made public.
In October 2001 the SEC wrote to CA, Inc., covering 15 items, mostly
about CA's accounting, including 5 about revenue recognition. The
chief executive officer of CA, to whom the letter was addressed,
pleaded guilty to fraud at CA in 2004.
In June 2004, the SEC announced that it would publicly post all
comment letters, to give investors access to the information in them.
An analysis of regulatory filings in May 2006 over the prior 12 months
indicated, that the SEC had not accomplished what it said it would do.
The analysis found 212 companies that had reported receiving comment
letters from the SEC, but only 21 letters for these companies were
posted on the SEC's website. John W. White, the head of the Division
of Corporation Finance, told the New York Times in 2006: "We have now
resolved the hurdles of posting the information.... We expect a
significant number of new postings in the coming months."
No-action letters are letters by the SEC staff indicating that the
staff will not recommend to the Commission that the SEC undertake
enforcement action against a person or company if that entity engages
in a particular action. These letters are sent in response to requests
made when the legal status of an activity is not clear. These letters
are publicly released and increase the body of knowledge on what
exactly is and is not allowed. They represent the staff's
interpretations of the securities laws and, while persuasive, are not
binding on the courts.
One such use, from 1975 to 2007, was with the nationally recognized
statistical rating organization (NRSRO), a credit rating agency that
issues credit ratings that the SEC permits other financial firms to
use for certain regulatory purposes.
Freedom of Information Act processing performance
In the latest
Center for Effective Government analysis of 15 federal
agencies which receive the most Freedom of Information Act (United
States) (FOIA) requests published in 2015 (using 2012 and 2013 data,
the most recent years available), the SEC was among the 5 lowest
performers, earned a D- by scoring 61 out of a possible 100 points,
i.e. did not earn a satisfactory overall grade. It had deteriorated
from a D- in 2013.
List of major SEC enforcement actions (2009–12)
Main article: List of major SEC enforcement actions (2009–12)
The SEC's Enforcement Division brought a number of major actions in
Regulatory action in the credit crunch
The SEC announced on September 17, 2008, strict new rules to prohibit
all forms of "naked short selling" as a measure to reduce volatility
in turbulent markets.
The SEC investigated cases involving individuals attempting to
manipulate the market by passing false rumors about certain financial
institutions. The Commission has also investigated trading
irregularities and abusive short-selling practices. Hedge fund
managers, broker-dealers, and institutional investors were also asked
to disclose under oath certain information pertaining to their
positions in credit default swaps. The Commission also negotiated the
largest settlements in the history of the SEC (approximately $51
billion in all) on behalf of investors who purchased auction rate
securities from six different financial institutions.
The SEC has been criticized "for being too 'tentative and fearful' in
confronting wrongdoing on Wall Street", and for doing "an especially
poor job of holding executives accountable".
Christopher Cox, the former SEC chairman, has recognized the
organization's multiple failures in relation to the Bernard Madoff
fraud. Starting with an investigation in 1992 into a Madoff feeder
fund that only invested with Madoff, and which, according to the SEC,
promised "curiously steady" returns, the SEC did not investigate
indications that something was amiss in Madoff's investment firm.
The SEC has been accused of missing numerous red flags and ignoring
tips on Madoff's alleged fraud.
As a result, Cox said that an investigation would ensue into "all
staff contact and relationships with the Madoff family and firm, and
their impact, if any, on decisions by staff regarding the firm".
SEC Assistant Director of the Office of Compliance Investigations Eric
Swanson had met Madoff's niece, Shana Madoff, when Swanson was
conducting an SEC examination of whether
Bernard Madoff was running a
Ponzi scheme because she was the firm's compliance attorney. The
investigation was closed, and Swanson subsequently left the SEC, and
married Shana Madoff.
Approximately 45 per cent of institutional investors thought that
better oversight by the SEC could have prevented the Madoff fraud.
Harry Markopolos complained to the SEC's Boston office in 2000,
telling the SEC staff they should investigate Madoff because it was
impossible to legally make the profits Madoff claimed using the
investment strategies that he said he used.
A similar failure occurred in the case of Allen Stanford, who sold
fake certificates of deposit to tens of thousands of people, many of
them working-class retirees. In 1997, the SEC's own examiners spotted
the fraud and warned about it. But the Enforcement division would not
pursue Stanford, despite repeated warnings by SEC examiners over the
years. After the Madoff fraud emerged, the SEC finally took action
against Stanford in 2009.
In June 2010, the SEC settled a wrongful termination lawsuit with
former SEC enforcement lawyer Gary J. Aguirre, who was terminated in
September 2005 following his attempt to subpoena
Wall Street figure
John J. Mack in an insider trading case involving hedge fund Pequot
Capital Management; Mary Jo White, who was at the time
representing Morgan Stanley later nominated as chair of the SEC, was
involved in this case. While the insider case was dropped at the
time, a month prior to the SEC's settlement with Aguirre the SEC filed
charges against Pequot. The Senate released a report in August
2007 detailing the issue and calling for reform of the SEC.
On September 26, democratic senator
Mark Warner in a letter asked the
SEC to evaluate whether the current disclosure regime was adequate,
citing the low number of companies' disclosures to date.
Others have criticized the SEC for taking an overly rule-based and
enforcement-focused approach to regulation, rather than an approach
that emphasizes industry-wide safety and learning and thus ensures the
reliability of the national securities trading system.
Inspector General office failures
In 2009, the Project on Government Oversight, a government watchdog
group, sent a letter to Congress criticizing the SEC for failing to
implement more than half of the recommendations made to it by its
Inspector General. According to POGO, in the prior two years, the
SEC had taken no action on 27 out of 52 recommended reforms suggested
Inspector General reports, and still had a "pending" status on 197
of the 312 recommendations made in audit reports. Some of the
recommendations included imposing disciplinary action on SEC employees
who receive improper gifts or other favors from financial companies,
and investigating and reporting the causes of the failures to detect
the Madoff ponzi scheme.
In a 2011 article by
Matt Taibbi in Rolling Stone, former SEC
employees were interviewed and commented negatively on the SEC's
Office of the
Inspector General (OIG). Going to the OIG was
"well-known to be a career-killer".
Because of concerns raised by David P. Weber, former SEC Chief
Investigator, regarding conduct by SEC
Inspector General H. David
Inspector General David C. Williams of the U.S. Postal Service
was brought in to conduct an independent, outside review of Kotz's
alleged improper conduct in 2012. Williams concluded in his
66-page Report that Kotz violated ethics rules by overseeing probes
that involved people with whom he had conflicts of interest due to
"personal relationships." The report questioned Kotz's work on
the Madoff investigation, among others, because Kotz was a "very good
friend" with Markopolos. It concluded that while it
was unclear when Kotz and Markopolos became friends, it would have
violated U.S. ethics rules if their relationship began before or
during Kotz's Madoff investigation. The report also found that
Kotz himself "appeared to have a conflict of interest" and should not
have opened his Standford investigation, because he was friends with a
female attorney who represented victims of the fraud.
Destruction of documents
According to former SEC employee and whistleblower Darcy Flynn, also
reported by Taibbi, the agency routinely destroyed thousands of
documents related to preliminary investigations of alleged crimes
committed by Deutsche Bank, Goldman Sachs, Lehman Brothers, SAC
Capital, and other financial companies involved in the Great Recession
that the SEC was supposed to have been regulating. The documents
included those relating to "Matters Under Inquiry", or MUI, the name
the SEC gives to the first stages of the investigation process. The
tradition of destruction began as early as the 1990s. This SEC
activity eventually caused a conflict with the National Archives and
Records Administration when it was revealed to them in 2010 by Flynn.
Flynn also described a meeting at the SEC in which top staff discussed
refusing to admit the destruction had taken place, because it was
Iowa Republican Senator Charles Grassley, among others, took note of
Flynn's call for protection as a whistleblower, and the story of the
agency's document-handling procedures. The SEC issued a statement
defending its procedures.
University of Denver
University of Denver Sturm
College of Law professor Jay Brown as saying: "My initial take on this
is it's a tempest in a teapot," and Jacob Frenkel, a securities lawyer
in the Washington, D.C., area, as saying in effect "there's no
allegation the SEC tossed sensitive documents from banks it got under
subpoena in high-profile cases that investors and lawmakers care
NPR concluded its report:
The debate boils down to this: What does an investigative record mean
to Congress? And the courts? Under the law, those investigative
records must be kept for 25 years. But federal officials say no judge
has ruled that papers related to early-stage SEC inquiries are
investigative records. The SEC's inspector general says he's
conducting a thorough investigation into the allegations. [Kotz] tells
NPR that he'll issue a report by the end of September.
Relationship to other agencies
In addition to working with various self-regulatory organizations such
Financial Industry Regulatory Authority
Financial Industry Regulatory Authority (FINRA), the Securities
Investor Protection Corporation (SIPC), and Municipal Securities
Rulemaking Board (MSRB), the SEC also works with other federal
agencies, state securities regulators, international securities
agencies and law enforcement agencies.
In 1988 Executive Order 12631 established the President's Working
Group on Financial Markets. The Working Group is chaired by the
Secretary of the Treasury and includes the Chairman of the SEC, the
Chairman of the Federal Reserve and the Chairman of the Commodity
Futures Trading Commission. The goal of the Working Group is to
enhance the integrity, efficiency, orderliness, and competitiveness of
the financial markets while maintaining investor confidence.
Securities Act of 1933
Securities Act of 1933 was originally administered by the Federal
Trade Commission. The
Securities Exchange Act of 1934
Securities Exchange Act of 1934 transferred this
responsibility from the FTC to the SEC. The main mission of the FTC is
to promote consumer protection and to eradicate anti-competitive
business practices. The FTC regulates general business practices,
while the SEC focuses on the securities markets.
Temporary National Economic Committee was established by joint
resolution of Congress 52 Stat. 705 on June 16, 1938. It was in charge
of reporting to Congress on abuses of monopoly power. The committee
was defunded in 1941, but its records are still under seal by order of
Municipal Securities Rulemaking Board (MSRB) was established in
1975 by Congress to develop rules for companies involved in
underwriting and trading municipal securities. The MSRB is monitored
by the SEC, but the MSRB does not have the authority to enforce its
While most violations of securities laws are enforced by the SEC and
the various SROs it monitors, state securities regulators can also
enforce statewide securities blue sky laws. States may require
securities to be registered in the state before they can be sold
National Securities Markets Improvement Act of 1996 (NSMIA)
addressed this dual system of federal-state regulation by amending
Section 18 of the 1933 Act to exempt nationally traded securities from
state registration, thereby pre-empting state law in this area.
However, NSMIA preserves the states' anti-fraud authority over all
securities traded in the state.
The SEC also works with federal and state law enforcement agencies to
carry out actions against actors alleged to be in violation of the
The SEC is a member of International Organization of Securities
Commissions (IOSCO), and uses the IOSCO Multilateral Memorandum of
Understanding as well as direct bilateral agreements with other
countries' securities commissions to deal with cross-border misconduct
in securities markets.
1933: Securities Act of 1933
1934: Securities Exchange Act of 1934
Temporary National Economic Committee (establishment)
1939: Trust Indenture Act of 1939
Investment Advisers Act of 1940
Investment Company Act of 1940
Williams Act (Securities Disclosure Act)
1982: Garn–St. Germain Depository Institutions Act
1999: Gramm–Leach–Bliley Act
2000: Commodity Futures Modernization Act of 2000
2002: Sarbanes–Oxley Act
Fair and Accurate Credit Transactions Act
Fair and Accurate Credit Transactions Act of 2003
Credit Rating Agency Reform Act of 2006
Wall Street Reform and Consumer Protection Act
Volcker Rule (a specific section of the Dodd–Frank Act)
Title 17 of the Code of Federal Regulations
Chicago Stock Exchange
List of financial regulatory authorities by country
Regulation D (SEC)
Securities regulation in the United States
Securities market participants (United States)
Form 4 (stock and stock options ownership and exercise disclosure)
Form S-1 (IPO)
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