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Wikipedia

United States Securities and Exchange Commission

"Securities and Exchange Commission" redirects here. For other uses, seeSecurities and Exchange Commission (disambiguation).

TheUnited States Securities and Exchange Commission (SEC) is anindependent agency of the United States federal government, created in the aftermath of theWall Street crash of 1929.[2][3][4] Its primary purpose is to enforce laws againstmarket manipulation.[5][6]: 2 

United States Securities and Exchange Commission
Seal of the U.S. Securities and Exchange Commission
U.S. Securities and Exchange Commission headquarters inWashington, D.C.
Agency overview
FormedJune 6, 1934; 91 years ago (1934-06-06)
JurisdictionUnited States federal government
HeadquartersWashington, D.C., U.S.
Employees4,807 (2022)
Agency executive
Websitesec.gov
Footnotes
[1]

Created by Section 4 of theSecurities Exchange Act of 1934 (now codified as15 U.S.C. § 78d and commonly referred to as the Exchange Act or the 1934 Act), the SEC enforces theSecurities Act of 1933, theTrust Indenture Act of 1939, theInvestment Company Act of 1940, theInvestment Advisers Act of 1940, and theSarbanes–Oxley Act of 2002, among other statutes.[7]

Overview

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The SEC has a three-part mission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.[8]

To achieve its mandate, the SEC enforces the statutory requirement thatpublic companies and other regulated entities submit quarterly andannual reports, as well as other periodic disclosures. In addition to annualfinancial 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 usually addresses the upcoming year, outlining future goals and approaches to new projects.

Quarterly and semiannual reports from public companies are crucial for investors to make sound decisions when investing incapital markets. Unlikebanking,investment in capital markets is notguaranteed by the federal government. The potential for large gains needs to be weighed against that of sizable losses. Mandatory disclosure of financial and other information about theissuer and thesecurity itself gives private individuals as well as large institutions the same fundamental facts about the public companies they invest in, thereby increasing public scrutiny while reducinginsider trading andfraud.

In an attempt to level the playing field for all investors, the SEC maintains anonline database calledEDGAR (the Electronic Data Gathering, Analysis, and Retrieval system) from which investors can access information filed with the agency, such as reports. The same online system also accepts tips and complaints from investors to help the SEC track down violators of the securities laws, as well as offering publications on investment-related topics for public education. The SEC maintains a strict policy of refraining from commenting on the existence or status of any ongoing investigation.

History

Background

Prior to the enactment of the federal securities laws and the creation of the SEC, securities trading was governed by so-calledblue sky laws. These laws 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.[9] However, blue sky laws were generally considered ineffective. For example, as early as 1915, the Investment Bankers Association told its members that they could circumvent blue sky laws by making securities offerings across state lines through the mail.[10]

Founding

The SEC's authority was established by the Securities Act of 1933 and Securities Exchange Act of 1934; both laws are considered parts ofFranklin D. Roosevelt'sNew Deal program.

After thePecora Commission hearings on abuses and frauds in securities markets, Congress passed theSecurities Act of 1933 (15 U.S.C. § 77a), which federally regulatesoriginal issues of securities across state lines, primarily by requiring that issuing companies register distributions prior to sale so that investors may access basic financial information and make informed decisions.[11] For the first year of the law's enactment, the enforcement of the statute rested with the Federal Trade Commission.

The subsequent Securities Exchange Act of 1934 (15 U.S.C. § 78d) regulatessecondary markets for securities. The 1934 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 theNew York Stock Exchange,self-regulatory organizations, theMunicipal Securities Rulemaking Board,NASDAQ,alternative trading systems, and any other persons engaged in transactions for the accounts of others. Section 4 of the 1934 Act transferred the FTC's enforcement authority under the 1933 Act to the newly created Securities and Exchange Commission and tasked the new commission with enforcing both acts.[12]

 
Joseph P. Kennedy Sr, the inaugural chairman of the SEC

In 1934, Roosevelt named his friendJoseph P. Kennedy, a self-made multimillionaire, financier, and leader among the Irish-American community, as chairman of the SEC. Roosevelt chose Kennedy partly based on his experience on Wall Street.[13] Two of the other five commissioners wereJames M. Landis andFerdinand Pecora. Kennedy added a number of intelligent young lawyers to the SEC staff, includingWilliam O. Douglas andAbe Fortas, both of whom later became Supreme Court justices.[14]

Kennedy's team defined four missions for the new commission: (1) to restore investor confidence in the securities market, which had practically collapsed; (2) to restore integrity to securities markets by prosecuting and eliminating fraudulent and unsound practices targeting investors; (3) to end million-dollar insider trading by top officials of major corporations; and (4) to establish a complex and universal system of registration for securities sold in America, with a clear-cut set of deadlines, rules and guidelines. The SEC succeeded; 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.[14]

Later SEC commissioners and chairmen includeWilliam O. Douglas,Jerome Frank, andWilliam J. Casey.

Since 1994, most registration statements (and associated materials) filed with the SEC can be accessed via the SEC's online system, EDGAR.[11]

21st century

In 2019, the Securities and Exchange Commission Historical Society introduced an online gallery to illustrate changes in the US securities market structure since the 1930s. The online gallery features a narrative history supported by dozens of documents, papers, interviews, photos and videos.[3]

List of chairs

No.PortraitNameState of residencyTerm of officeAppointed by
Term startTerm endTime in office
1 Joseph P. Kennedy Sr.MassachusettsJune 30, 1934September 23, 19351 year, 85 daysRoosevelt
2 James M. LandisMassachusettsSeptember 23, 1935September 15, 19371 year, 357 days
3 William O. DouglasConnecticutAugust 17, 1937April 15, 19391 year, 241 days
4 Jerome FrankIllinoisMay 18, 1939April 9, 19411 year, 326 days
5 Edward C. EicherIowaApril 9, 1941January 20, 1942286 days
6 Ganson PurcellJanuary 20, 1942June 30, 19464 years, 161 days
7James J. CaffreyJuly 23, 1946December 31, 19471 year, 161 daysTruman
8Edmond M. HanrahanNew YorkMay 18, 1948November 3, 19491 year, 169 days
9Harry A. McDonaldNovember 4, 1949February 25, 19522 years, 113 days
10Donald C. CookMichiganFebruary 26, 1952June 17, 19531 year, 111 days
11Ralph H. DemmlerPennsylvaniaJune 27, 1953May 25, 19551 year, 332 daysEisenhower
12J. Sinclair ArmstrongNew YorkMay 25, 1955June 27, 19572 years, 33 days
13Edward N. GadsbyMassachusettsAugust 20, 1957March 26, 19613 years, 218 days
14William L. CaryMarch 27, 1961August 20, 19643 years, 146 daysKennedy
15Manuel F. CohenAugust 20, 1964February 22, 19694 years, 186 daysJohnson
16 Hamer H. BudgeIdahoFebruary 22, 1969January 2, 19711 year, 314 daysNixon
17 William J. CaseyNew YorkApril 14, 1971February 2, 19731 year, 294 days
18G. Bradford CookNebraskaMarch 3, 1973May 16, 197374 days
19Ray Garrett Jr.IllinoisAugust 6, 1973October 28, 19752 years, 83 days
20Roderick M. HillsCaliforniaOctober 28, 1975April 10, 19771 year, 164 daysFord
21Harold M. WilliamsCaliforniaApril 18, 1977March 1, 19813 years, 317 daysCarter
22John S. R. ShadMay 6, 1981June 18, 19876 years, 43 daysReagan
23David Sturtevant RuderIllinoisAugust 7, 1987September 30, 19892 years, 54 days
24Richard C. BreedenNew YorkOctober 11, 1989May 7, 19933 years, 208 daysBush Sr.
 Mary Schapiro (acting)New YorkMay 7, 1993July 27, 199381 daysClinton
25 Arthur LevittNew YorkJuly 27, 1993February 9, 20017 years, 227 days
26Harvey PittNew YorkAugust 3, 2001February 18, 20031 year, 199 daysBush Jr.
27 William H. DonaldsonNew YorkFebruary 18, 2003June 30, 20052 years, 132 days
28 Christopher CoxCaliforniaAugust 3, 2005January 20, 20093 years, 170 days
29 Mary SchapiroNew YorkJanuary 27, 2009December 14, 20123 years, 322 daysObama
30 Elisse B. WalterNew YorkDecember 14, 2012April 10, 2013117 days
31 Mary Jo WhiteNew YorkApril 10, 2013January 20, 20173 years, 285 days
 Michael Piwowar (acting)Washington D.C.January 20, 2017May 4, 2017104 daysTrump
32 Jay ClaytonPennsylvaniaMay 4, 2017December 23, 20203 years, 233 days
 Elad Roisman (acting)MaineDecember 24, 2020January 20, 202127 days
 Allison Lee (acting)Washington D.C.January 20, 2021April 17, 202187 daysBiden
33 Gary GenslerMarylandApril 17, 2021January 20, 20253 years, 278 days
 Mark Uyeda (acting)CaliforniaJanuary 20, 2025April 21, 202591 daysTrump
34 Paul S. AtkinsVirginiaApril 21, 2025Present75 days

Organizational structure

Commission members

The commission has five commissioners who are appointed by the president of the United States. No more than three commissioners may belong to the same political party. Their terms last five years and are staggered so that one commissioner's term ends on June 5 of each year. Service may continue up to eighteen additional months past term expiration.

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 the2008 financial crisis and theJohn McCain 2008 presidential campaign.

Current commissioners

The current board members as of April 21, 2025[update]:[15]

PositionNamePartyTook officeTerm expires
ChairPaul S. AtkinsRepublicanApril 21, 2025June 5, 2026
MemberHester PeirceRepublicanJanuary 11, 2018June 5, 2025
Caroline A. CrenshawDemocraticAugust 17, 2020June 5, 2024
Mark UyedaRepublicanJune 30, 2022June 5, 2028
VacantJune 5, 2027

Divisions

 
U.S. Securities and Exchange Commission headquarters inWashington, D.C., nearWashington Union Station

Within the SEC, there are six divisions, which is headquartered inWashington, D.C.

The SEC's divisions are:[4]

  • Corporation Finance
  • Trading and Markets
  • Investment Management
  • Enforcement
  • Economic and Risk Analysis
  • Examinations

Corporation Finance is the division that oversees the disclosure made bypublic companies, as well as the registration of transactions, such as mergers, made by companies. The division is also responsible for operating EDGAR.

TheTrading and Markets division oversees self-regulatory organizations (SRO's) such as theFinancial Industry Regulatory Authority (FINRA) andMunicipal Securities Rulemaking Board (MSRB) and allbroker-dealer firms andinvestment 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 becomeregistered representatives.[16]

TheInvestment Management Division oversees registered investment companies, which includemutual funds, as well as registeredinvestment advisors. These entities are subject to extensive regulation under various federal securities laws.[17] The Division of Investment Management administers various federal securities laws, in particular, the Investment Company Act of 1940 and Investment Advisers Act of 1940. This division's responsibilities include:[18]

  • 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.

TheEnforcement Division investigates violations of the securities laws and regulations to bring legal actions against alleged violators. It is the largest division in terms of both headcount and budget, and its resources have been increased by more than 50% since the2008 financial crisis.[19] The SEC can bring acivil action in aU.S. District Court, or anadministrative proceeding which is heard by an independentadministrative law judge (ALJ). The SEC does not have criminal authority but may refer matters to state and federal prosecutors.

TheEconomic and Risk Analysis Division (DERA) was created in September 2009 to integrate financial economics and rigorous data analytics into the core mission of the SEC. The division is involved across the entire range of SEC activities, including policy-making, rule-making, enforcement, and examination. As the agency's "think tank", DERA relies on a variety of academic disciplines, quantitative and non-quantitative approaches, and knowledge of market institutions and practices to help the commission approach complex matters in a fresh light. DERA also assists in the commission's efforts to identify, analyze, and respond to risks and trends, including those associated with new financial products and strategies. Through the range and nature of its activities, DERA serves the critical function of promoting collaborative efforts throughout the agency and breaking through silos that might otherwise limit the impact of the agency's institutional expertise. The division's activities include providing detailed, high-quality economic and statistical analyzes, and specific subject-matter expertise to the commission and other divisions/offices and developing customized, analytic tools and analyzes to proactively detect market risks indicative of possible violations of the federal securities laws. Using data, DERA staff create analytic programs designed to detect patterns identifying risks, enabling commission divisions and offices to deploy scarce resources targeting possible misconduct. DERA also houses the commission's chief economist.[20]

The Division ofExaminations conducts the SEC's National Exam Program. The division's mission is to protect investors, ensure market integrity and support responsible capital formation through risk-focused strategies that: (1) improve compliance; (2) prevent fraud; (3) monitor risk; and (4) inform policy. The results of the division's examinations are used by the SEC to inform rule-making initiatives, identify and monitor risks, improve industry practices and pursue misconduct.

Regional offices

There are 11 regional offices throughout the US, which are listed below along with the name of the respective regional director.[21]

  • Atlanta – Nekia Hackworth Jones
  • Boston – Silvestre A. Fontes
  • Chicago – Daniel Gregus
  • Denver – Jason Burt
  • Fort Worth – Eric R. Werner
  • Los Angeles – Katharine Zoladz, J. Cindy Eson
  • Miami – Eric I. Bustillo
  • New York City – Antonia M. Apps
  • Philadelphia – Nicholas P. Grippo
  • Salt Lake City – Tracy S. Combs
  • San Francisco – Monique Winkler

Among the SEC's offices are:

  • TheOffice 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;
  • TheOffice 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 theFinancial Accounting Standards Board to developGenerally Accepted Accounting Principles, thePublic Company Accounting Oversight Board in developing audit requirements, and theInternational Accounting Standards Board in advancing the development ofInternational Financial Reporting Standards;
  • TheOffice of Compliance, Inspections and Examinations, which inspectsbroker-dealers,stock exchanges,credit rating agencies, registered investment companies, including both closed-end and open-end (mutual funds) investment companies,money funds. andRegistered Investment Advisors;
  • TheOffice 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 theInternational Organization of Securities Commissions and theFinancial Stability Forum; and
  • TheOffice 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 architecture.
  • TheInspector General. The SEC announced in January 2013 that it had namedCarl Hoecker the new inspector general.[22][23] He has a staff of 22.[24]
  • TheSEC 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.[25] Created by Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection ActDodd–Frank Wall Street Reform and Consumer Protection Act amended the Securities Exchange Act of 1934 (the "Exchange Act") by, among other things, adding Section 21F, entitled "Securities Whistleblower Incentives and Protection".[26] 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.[27]

Communications

Comment letters

Comment letters are issued by the SEC's Division of Corporation Finance in response to a company's public filing.[28] 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.[29] This correspondence is later made public.

In October 2001 the SEC wrote toCA, Inc., covering 15 items, mostly about CA's accounting, including 5 aboutrevenue recognition.[30] Thechief executive officer of CA, to whom the letter was addressed, pleaded guilty to fraud at CA in 2004.[30]

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 theNew 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."[30]

No-action letters

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 thenationally recognized statistical rating organization (NRSRO), acredit rating agency that issuescredit ratings that the SEC permits other financial firms to use for certain regulatory purposes.

Freedom of Information Act processing performance

In the latestCenter for Effective Government analysis of 15 federal agencies which receive the mostFreedom of Information Act (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.[31]

Operations

List of major SEC enforcement actions (2009–12)

The SEC's Enforcement Division took a number of major actions in 2009–12.

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.[32][33]

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 abusiveshort-selling practices.Hedge fund managers, broker-dealers, and institutional investors were also asked to disclose under oath certain information pertaining to their positions incredit 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 purchasedauction rate securities from six different financial institutions.

Regulatory failures

The SEC has been criticized "for being too 'tentative and fearful' in confronting wrongdoing onWall Street", and for doing "an especially poor job of holding executives accountable".[34][35][36]

Christopher Cox, the former SEC chairman, has recognized the organization's multiple failures in relation to theBernard Madoff fraud.[37] Starting with an investigation in 1992 into a Madofffeeder 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.[38] The SEC has been accused of missing numerous red flags and ignoring tips on Madoff's alleged fraud.[39]

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".[40] SEC assistant director of the Office of Compliance InvestigationsEric Swanson had met Madoff's niece,Shana Madoff, when Swanson was conducting an SEC examination of whether Bernard Madoff was running aPonzi scheme because she was the firm's compliance attorney. The investigation was closed, and Swanson subsequently left the SEC, and married Shana Madoff.[41]

Approximately 45 percent of institutional investors thought that better oversight by the SEC could have prevented the Madoff fraud.[42]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.[43]

In June 2010, the SEC settled awrongful termination lawsuit with former SEC enforcement lawyerGary J. Aguirre, who was terminated in September 2005 following his attempt to subpoena Wall Street figureJohn J. Mack in an insider trading case involving hedge fundPequot Capital Management;[44]Mary Jo White, who later served as chair of the SEC, was at the time representing Morgan Stanley and was involved in this case.[45] 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.[44] The Senate released a report in August 2007 detailing the issue and calling for reform of the SEC.[46]

On September 26, 2016, Democratic senatorMark Warner sent a letter to the SEC, asking them to evaluate whether the current disclosure regime was adequate, citing the low number of companies' disclosures to date.[47][48][49]

Inspector General office failures

In 2009, theProject 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 itsInspector General.[50] According to POGO, in the prior two years, the SEC had taken no action on 27 out of 52 recommended reforms suggested in 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.[51]

In a 2011 article byMatt Taibbi inRolling Stone, former SEC employees were interviewed and commented negatively on the SEC'sOffice of the Inspector General (OIG). Going to the OIG was "well-known to be a career-killer".[52]

Because of concerns raised byDavid P. Weber, former SEC Chief Investigator, regarding conduct by SEC Inspector GeneralH. David Kotz, Inspector GeneralDavid C. Williams of theU.S. Postal Service was brought in to conduct an independent, outside review of Kotz's alleged improper conduct in 2012.[53] Williams concluded in his 66-page Report that Kotz violated ethics rules by overseeing probes that involved people with whom he hadconflicts of interest due to "personal relationships".[53][54] The report questioned Kotz's work on the Madoff investigation, among others, because Kotz was a "very good friend" with Markopolos.[54][55][56][57] 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.[54] 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.[55]

Destruction of documents

According to former SEC employee andwhistleblower Darcy Flynn, also reported by Taibbi, the agency routinely destroyed thousands of documents related to preliminary investigations of alleged crimes committed byDeutsche Bank,Goldman Sachs,Lehman Brothers,SAC Capital, and other financial companies involved in theGreat 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 theNational 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 discussedrefusing to admit the destruction had taken place, because it was possibly illegal.[52]

Iowa Republican SenatorCharles 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.NPR quotedUniversity of DenverSturm College of Law professorJay Brown as saying: "My initial take on this is it's a tempest in a teapot," andJacob 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 about". 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.[58]

SEC and cryptocurrency

On June 5, 2023, the SEC filed 13 charges againstBinance entities and its founderChangpeng Zhao, citing allegations of mishandling customer funds and operating without proper registration.[59][60] The following day, the SEC chargedCoinbase for operating as an unregistered securities exchange, broker, and clearing agency, further signaling its intensified scrutiny of major players in the industry.[61][62]

A key point of contention between the SEC and the crypto industry lies in defining what constitutes a security. The SEC applies theHowey Test, derived from a 1946 U.S. Supreme Court decision, which defines a security as "an investment of money in a common enterprise with profits to come solely from the efforts of others."[63] The agency has classified many crypto assets as securities based on this test, asserting that their value often depends on the efforts of developers or other central parties behind blockchain projects. Critics argue that the test is outdated and ill-suited to the decentralized nature of cryptocurrencies, leaving regulatory definitions unclear and fostering uncertainty. Research by economists found that unpredictable SEC enforcement actions underGensler, classifyingcryptocurrencies as securities without clear guidelines, caused prolonged destabilization in crypto markets.[64] Unclear guidelines raise doubts about the agency's ability to maintain fair and orderly markets.

SEC and Cypersecurity Risk

On July 26, 2023, the SEC adopted theCybersecurity Risk Management, Strategy, Governance, and Incident Disclosure rule which was designed to encourage public companies to transparently and effectively manage cybersecurity risk.

Climate disclosure rule

In 2024, the SEC decided on a climate disclosure rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors. It requires companies to disclose information on their risk to be impacted byclimate change and a company's risks to profit by a growing number of climate change regulations, concerning direct and indirectgreenhouse gas emissions produced.[65]

Whistleblower program

The SEC runs a whistleblower rewards program, which rewards individuals who report violations ofsecurities laws to the SEC.[66][67] The program began in 2011 with the passage of theDodd-Frank Wall Street Reform and Consumer Protection Act and allows whistleblowers to be given 10–30% of the penalties collected by the SEC and other agencies as a result of the whistleblower's information.[68][69][70] As of 2021, the SEC had recovered $4.8 billion in monetary remedies as a result of information obtained through the whistleblower program and had paid out over $1 billion to whistleblowers.[67][71] As part of the program, the SEC issues a report to Congress each year and the 2021 report is available online.[72]

Relationship to other agencies

In addition to working with various self-regulatory organizations such as theFinancial Industry Regulatory Authority (FINRA), theSecurities Investor Protection Corporation (SIPC), andMunicipal Securities Rulemaking Board (MSRB), the SEC also works with federal agencies, state securities regulators, international securities agencies and law enforcement agencies.[73]

In 1988,Executive Order 12631 established the president'sWorking Group on Financial Markets. The Working Group is chaired by thesecretary of the treasury and includes the chairman of the SEC, the chairman of theFederal Reserve and the chairman of theCommodity 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.[74]

The Securities Act of 1933 was originally administered by theFederal Trade Commission. The Securities Exchange Act of 1934 transferred this responsibility from the FTC to the SEC. The Securities Exchange Act of 1934 also gave the SEC the power to regulate the solicitation of proxies, though some of the rules the SEC has since proposed (like the universal proxy) have been controversial.[75]: 4 [76]: 2  The main mission of the FTC is to promote consumer protection and to eradicateanti-competitive business practices. The FTC regulates general business practices, while the SEC focuses on the securities markets.

TheTemporary 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 the SEC.[77]

TheMunicipal Securities Rulemaking Board (MSRB) was established in 1975 by Congress to develop rules for companies involved inunderwriting and tradingmunicipal securities. The MSRB is monitored by the SEC, but the MSRB does not have the authority to enforce its rules.

The Asset Management Advisory Committee (AMAC)[78] was formally established on 1 November 2019, to provide the SEC with "diverse perspectives on asset management and related advice and recommendations". Topics the committee may address include trends and developments affecting investors and market participants, the effects of globalization, and changes in the role of technology and service providers. The committee is composed of outside experts, including individuals representing the views of retail and institutional investors, small and large funds, intermediaries, and other market participants.[79]

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.[9] States may require securities to be registered in the state before they can be sold there.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.[80]

The SEC also works with federal and state law enforcement agencies to carry out actions against actors alleged to be in violation of the securities laws.

The SEC is a member ofInternational 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.

Related legislation

See also

Forms

References

  1. ^FY 2023 Congressional Budget Justification(PDF). U.S. Securities and Exchange Commission. 2022. p. 16.
  2. ^Van Loo, Rory (August 1, 2018)."Regulatory Monitors: Policing Firms in the Compliance Era".Faculty Scholarship.119 (2): 369.
  3. ^ab"History Associates Details the Evolution of Securities Market Structure in New Online Exhibit". History Associates. RetrievedApril 28, 2019.
  4. ^ab[1] U.S. Securities and Exchange Commission
  5. ^SEC (June 10, 2013)."What We Do".SEC.gov. U.S. Securities and Exchange Commission. RetrievedMarch 24, 2017.
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