HOME

TheInfoList



OR:

The United States Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street crash of 1929. Its primary purpose is to enforce laws against
market manipulation In economics and finance, market manipulation occurs when someone intentionally alters the supply or demand of a security to influence its price. This can involve spreading misleading information, executing misleading trades, or manipulating ...
. Created by Section 4 of the
Securities Exchange Act of 1934 The Securities Exchange Act of 1934 (also called the Exchange Act, '34 Act, or 1934 Act) (, codified at et seq.) is a law governing the secondary trading of securities (stocks, bonds, and debentures) in the United States of America. A land ...
(now codified as and commonly referred to as the Exchange Act or the 1934 Act), the SEC enforces the
Securities Act of 1933 The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and afte ...
, the
Trust Indenture Act of 1939 The Trust Indenture Act of 1939 (TIA), codified at , supplements the Securities Act of 1933 in the case of the distribution of debt securities in the United States. Generally speaking, the TIA requires the appointment of a suitably independent and ...
, the
Investment Company Act of 1940 The Investment Company Act of 1940 (commonly referred to as the '40 Act) is an act of Congress which regulates investment funds. It was passed as a United States Act of Congress, Public Law () on August 22, 1940, and is codified at . Along with th ...
, the
Investment Advisers Act of 1940 The Investment Advisers Act of 1940, codified at through , is a United States federal law that was created to monitor and regulate the activities of investment advisers (also spelled "advisors") as defined by the law. Passing unanimously in both t ...
, and the Sarbanes–Oxley Act of 2002, among other statutes.


Overview

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 A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange ( ...
and other regulated entities submit quarterly and
annual report An annual report is a comprehensive report on a company's activities throughout the preceding year. Annual reports are intended to give shareholders and other interested people information about the company's activities and financial performance. ...
s, as well as other periodic disclosures. In addition to annual financial reports, company executives must provide a narrative account, called the "
management discussion and analysis Financial statements (or financial reports) are formal records of the financial activities and position of a business, person, or other entity. Relevant financial information is presented in a structured manner and in a form which is easy to un ...
" (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 in
capital market A capital market is a financial market in which long-term debt (over a year) or equity-backed securities are bought and sold, in contrast to a money market where short-term debt is bought and sold. Capital markets channel the wealth of savers ...
s. Unlike
bank A bank is a financial institution that accepts Deposit account, deposits from the public and creates a demand deposit while simultaneously making loans. Lending activities can be directly performed by the bank or indirectly through capital m ...
ing,
investment Investment is traditionally defined as the "commitment of resources into something expected to gain value over time". If an investment involves money, then it can be defined as a "commitment of money to receive more money later". From a broade ...
in capital markets is not guaranteed 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 the
issuer Issuer is a legal entity that develops, registers, and sells securities for the purpose of financing its operations. Issuers may be governments, corporations, or investment trusts. Issuers are legally responsible for the obligations of the issue ...
and the
security Security is protection from, or resilience against, potential harm (or other unwanted coercion). Beneficiaries (technically referents) of security may be persons and social groups, objects and institutions, ecosystems, or any other entity or ...
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 reducing
insider trading Insider trading is the trading of a public company's stock or other securities (such as bonds or stock options) based on material, nonpublic information about the company. In various countries, some kinds of trading based on insider informati ...
and
fraud In law, fraud is intent (law), intentional deception to deprive a victim of a legal right or to gain from a victim unlawfully or unfairly. Fraud can violate Civil law (common law), civil law (e.g., a fraud victim may sue the fraud perpetrato ...
. In an attempt to level the playing field for all investors, the SEC maintains an
online In computer technology and telecommunications, online indicates a state of connectivity, and offline indicates a disconnected state. In modern terminology, this usually refers to an Internet connection, but (especially when expressed as "on lin ...
database called
EDGAR Edgar is a commonly used masculine English given name, from an Anglo-Saxon name ''Edgar'' (composed of ''wikt:en:ead, ead'' "rich, prosperous" and ''Gar (spear), gar'' "spear"). Like most Anglo-Saxon names, it fell out of use by the Late Midd ...
(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-called
blue sky law A blue sky law is a U.S. state, state law in the United States that regulates the offering and sale of security (finance), securities to protect the public from fraud. Though the specific provisions of these laws vary among states, they all req ...
s. 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 A stockbroker is an individual or company that buys and sells stocks and other investments for a financial market participant in return for a commission, markup, or fee. In most countries they are regulated as a broker or broker-dealer and ...
and brokerage firm. 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.


Founding

The SEC's authority was established by the Securities Act of 1933 and Securities Exchange Act of 1934; both laws are considered parts of
Franklin D. Roosevelt Franklin Delano Roosevelt (January 30, 1882April 12, 1945), also known as FDR, was the 32nd president of the United States, serving from 1933 until his death in 1945. He is the longest-serving U.S. president, and the only one to have served ...
's
New Deal The New Deal was a series of wide-reaching economic, social, and political reforms enacted by President Franklin D. Roosevelt in the United States between 1933 and 1938, in response to the Great Depression in the United States, Great Depressi ...
program. After the
Pecora Commission The Pecora Investigation was an inquiry begun on March 4, 1932, by the United States Senate Committee on Banking and Currency to investigate the causes of the Wall Street crash of 1929. The name refers to the fourth and final chief counsel for t ...
hearings on abuses and frauds in securities markets, Congress passed the
Securities Act of 1933 The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and afte ...
(), which federally regulates original 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. 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 () regulates
secondary market The secondary market, also called the aftermarket and follow on public offering, is the financial market in which previously issued financial instruments such as stock, bonds, options, and futures are bought and sold. The initial sale of ...
s 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 the
New York Stock Exchange The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District, Manhattan, Financial District of Lower Manhattan in New York City. It is the List of stock exchanges, largest stock excha ...
,
self-regulatory organization Self-regulation may refer to: *Emotional self-regulation *Self-control, in sociology/psychology *Self-regulated learning, in educational psychology *Self-regulation theory (SRT), a system of conscious personal management *Industry self-regulation, ...
s, the Municipal Securities Rulemaking Board,
NASDAQ The Nasdaq Stock Market (; National Association of Securities Dealers Automated Quotations) is an American stock exchange based in New York City. It is the most active stock trading venue in the U.S. by volume, and ranked second on the list ...
,
alternative trading system Alternative trading system (ATS) is a US and Canadian regulatory term for a non-exchange trading venue that matches buyers and sellers to find counterparties for transactions. Alternative trading systems are typically regulated as broker-dealers r ...
s, 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. In 1934, Roosevelt named his friend Joseph 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. Two of the other five commissioners were James M. Landis and
Ferdinand Pecora Ferdinand Pecora (January 6, 1882 – December 7, 1971) was an American lawyer and New York State Supreme Court judge who became famous in the 1930s as Chief Counsel to the United States Senate Committee on Banking and Currency during its invest ...
. Kennedy added a number of intelligent young lawyers to the SEC staff, including
William O. Douglas William Orville Douglas (October 16, 1898January 19, 1980) was an American jurist who served as an associate justice of the Supreme Court of the United States from 1939 to 1975. Douglas was known for his strong progressive and civil libertari ...
and
Abe Fortas Abraham Fortas (June 19, 1910 – April 5, 1982) was an American lawyer and jurist who served as an associate justice of the Supreme Court of the United States from 1965 to 1969. Born and raised in Memphis, Tennessee, Fortas graduated from Rho ...
, both of whom later became Supreme Court justices.Nassau, ''The Patriarch,'' pp. 226–28 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. Later SEC commissioners and chairmen include
William O. Douglas William Orville Douglas (October 16, 1898January 19, 1980) was an American jurist who served as an associate justice of the Supreme Court of the United States from 1939 to 1975. Douglas was known for his strong progressive and civil libertari ...
, Jerome Frank, and William J. Casey. Since 1994, most registration statements (and associated materials) filed with the SEC can be accessed via the SEC's online system, EDGAR.


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.


List of chairs


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 the
2008 financial crisis The 2008 financial crisis, also known as the global financial crisis (GFC), was a major worldwide financial crisis centered in the United States. The causes of the 2008 crisis included excessive speculation on housing values by both homeowners ...
and the
John McCain 2008 presidential campaign The 2008 presidential campaign of John McCain, the longtime senior United States Senate, U.S. Senator from Arizona, was launched with an informal announcement on February 28, 2007, during a live taping of the ''Late Show with David Letterman ...
.


Current commissioners

The current board members :


Divisions

Within the SEC, there are six divisions, which is headquartered in
Washington, D.C. Washington, D.C., formally the District of Columbia and commonly known as Washington or D.C., is the capital city and federal district of the United States. The city is on the Potomac River, across from Virginia, and shares land borders with ...
The SEC's divisions are:
U.S. Securities and Exchange Commission
* Corporation Finance * Trading and Markets * Investment Management * Enforcement * Economic and Risk Analysis * Examinations Corporation Finance is the division that oversees the disclosure made by Public company, public companies, as well as the registration of transactions, such as mergers, made by companies. The division is also responsible for operating EDGAR. The Trading and Markets division oversees self-regulatory organizations (SRO's) such as the
Financial Industry Regulatory Authority The Financial Industry Regulatory Authority (FINRA) is a private American corporation that acts as a self-regulatory organization (SRO) that regulates member brokerage firms and exchange markets. FINRA is the successor to the National Associati ...
(FINRA) and Municipal Securities Rulemaking Board (MSRB) and all
broker-dealer In financial services, a broker-dealer is a natural person, company or other organization that engages in the business of trading securities for its own account or on behalf of its customers. Broker-dealers are at the heart of the securities and ...
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. The Investment Management Division oversees registered investment companies, which include
mutual fund A mutual fund is an investment fund that pools money from many investors to purchase Security (finance), securities. The term is typically used in the United States, Canada, and India, while similar structures across the globe include the SICAV in ...
s, as well as registered
investment advisor A financial adviser or financial advisor is a professional who provides financial services to clients based on their financial situation. In many countries, financial advisors must complete specific training and be registered with a regulatory ...
s. These entities are subject to extensive regulation under various federal securities laws. 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: * 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 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 the
2008 financial crisis The 2008 financial crisis, also known as the global financial crisis (GFC), was a major worldwide financial crisis centered in the United States. The causes of the 2008 crisis included excessive speculation on housing values by both homeowners ...
. The SEC can bring a
civil action A lawsuit is a proceeding by one or more parties (the plaintiff or claimant) against one or more parties (the defendant) in a civil court of law. The archaic term "suit in law" is found in only a small number of laws still in effect today. T ...
in a U.S. District Court, or an
administrative proceeding Administrative law is a division of law governing the activities of executive branch agencies of government. Administrative law includes executive branch rulemaking (executive branch rules are generally referred to as "regulations"), adjudica ...
which is heard by an independent
administrative law judge An administrative law judge (ALJ) in the United States is a judge and trier of fact who both presides over trials and adjudicates claims or disputes involving administrative law, thus involving administrative units of the executive branch of go ...
(ALJ). The SEC does not have criminal authority but may refer matters to state and federal prosecutors. The Economic 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. The Division of Examinations 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. 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 The Financial Accounting Standards Board (FASB) is a private standard-setting body whose primary purpose is to establish and improve Generally Accepted Accounting Principles (GAAP) within the United States in the public's interest. The Secur ...
to develop
Generally Accepted Accounting Principles Publicly traded companies typically are subject to rigorous standards. Small and midsized businesses often follow more simplified standards, plus any specific disclosures required by their specific lenders and shareholders. Some firms operate on t ...
, the
Public Company Accounting Oversight Board The Public Company Accounting Oversight Board (PCAOB) is a nonprofit corporation created by the Sarbanes–Oxley Act of 2002 to oversee the audits of US-listed public companies. The PCAOB also oversees the audits of broker-dealers, including co ...
in developing audit requirements, and the
International Accounting Standards Board The International Accounting Standards Board (IASB) is the independent accounting standard-setting body of the IFRS Foundation. The IASB was founded on April 1, 2001, as the successor to the International Accounting Standards Committee (IASC). ...
in advancing the development of
International Financial Reporting Standards International Financial Reporting Standards, commonly called IFRS, are accounting standards issued by the IFRS Foundation and the International Accounting Standards Board (IASB). They constitute a standardised way of describing the company's fi ...
; * The ''Office of Compliance, Inspections and Examinations'', which inspects
broker-dealer In financial services, a broker-dealer is a natural person, company or other organization that engages in the business of trading securities for its own account or on behalf of its customers. Broker-dealers are at the heart of the securities and ...
s,
stock exchange A stock exchange, securities exchange, or bourse is an exchange where stockbrokers and traders can buy and sell securities, such as shares of stock, bonds and other financial instruments. Stock exchanges may also provide facilities for ...
s,
credit rating agencies A credit rating agency (CRA, also called a ratings service) is a company that assigns credit ratings, which rate a debtor's ability to pay back debt by making timely principal and interest payments and the likelihood of default. An agency may r ...
, registered investment companies, including both closed-end and open-end (
mutual fund A mutual fund is an investment fund that pools money from many investors to purchase Security (finance), securities. The term is typically used in the United States, Canada, and India, while similar structures across the globe include the SICAV in ...
s) investment companies,
money fund A money market fund (also called a money market mutual fund) is an open-end mutual fund that invests in short-term debt securities such as US Treasury bills and commercial paper. Money market funds are managed with the goal of maintaining a hig ...
s. and Registered Investment Advisors; * 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 International is an adjective (also used as a noun) meaning "between nations". International may also refer to: Music Albums * ''International'' (Kevin Michael album), 2011 * ''International'' (New Order album), 2002 * ''International'' (The T ...
and the Financial Stability Forum; 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 architecture. * The '' Inspector General''. The SEC announced in January 2013 that it had named Carl Hoecker the new inspector general. He has a staff of 22. * The '' 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 The Dodd–Frank Wall Street Reform and Consumer Protection Act, commonly referred to as Dodd–Frank, is a United States federal law that was enacted on July 21, 2010. The law overhauled financial regulation in the aftermath of the Great Reces ...
amended the Securities Exchange Act of 1934 (the "Exchange Act") by, among other things, adding Section 21F, entitled "Securities 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.


Communications


Comment letters

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 In accounting, the revenue recognition principle states that revenues are earned and recognized when they are realized or realizable, no matter when cash is received. It is a cornerstone of accrual accounting together with the matching princip ...
. The
chief executive officer A chief executive officer (CEO), also known as a chief executive or managing director, is the top-ranking corporate officer charged with the management of an organization, usually a company or a nonprofit organization. CEOs find roles in variou ...
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

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 A nationally recognized statistical rating organization (NRSRO) is a credit rating agency (CRA) approved by the U.S. Securities and Exchange Commission (SEC) to provide information that financial firms must rely on for certain regulatory purpo ...
(NRSRO), a
credit rating agency A credit rating agency (CRA, also called a ratings service) is a company that assigns credit ratings, which rate a debtor's ability to pay back debt by making timely principal and interest payments and the likelihood of default. An agency may ra ...
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 (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.


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. 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 A hedge fund is a Pooling (resource management), pooled investment fund that holds Market liquidity, liquid assets and that makes use of complex trader (finance), trading and risk management techniques to aim to improve investment performance and ...
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.


Regulatory failures

The SEC has been criticized "for being too 'tentative and fearful' in confronting wrongdoing on
Wall Street Wall Street is a street in the Financial District, Manhattan, Financial District of Lower Manhattan in New York City. It runs eight city blocks between Broadway (Manhattan), Broadway in the west and South Street (Manhattan), South Str ...
", 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 Bernard Lawrence Madoff ( ; April 29, 1938April 14, 2021) was an American financial criminal and financier who was the admitted mastermind of the largest known Ponzi scheme in history, worth an estimated $65 billion. He was at one time ...
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 A Ponzi scheme (, ) is a form of fraud that lures investors and pays Profit (accounting), profits to earlier investors with Funding, funds from more recent investors. Named after Italians, Italian confidence artist Charles Ponzi, this type of s ...
because she was the firm's compliance attorney. The investigation was closed, and Swanson subsequently left the SEC, and married Shana Madoff. Approximately 45 percent 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. In June 2010, the SEC settled a
wrongful termination In law, wrongful dismissal, also called wrongful termination or wrongful discharge, is a situation in which an employee's contract of employment has been termination of employment, terminated by the employer, where the termination breaches one o ...
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;Blaylock D. (June 2010)
SEC Settles with Aguirre
. Government Accountability Project.
Mary Jo White, who later served as chair of the SEC, was at the time representing Morgan Stanley and 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.Committee on Finance, Committee on the Judiciar
The Firing of an SEC Attorney and the Investigation of Pequot Capital Management
U.S. Government Printing Office.
On September 26, 2016, Democratic senator
Mark Warner Mark Robert Warner (born December 15, 1954) is an American businessman and politician serving as the senior United States senator from Virginia, a seat he has held since 2009. A member of the Democratic Party, Warner served as the 69th gove ...
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.


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 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. In a 2011 article by Matt Taibbi in ''
Rolling Stone ''Rolling Stone'' is an American monthly magazine that focuses on music, politics, and popular culture. It was founded in San Francisco, California, in 1967 by Jann Wenner and the music critic Ralph J. Gleason. The magazine was first known fo ...
'', former SEC employees were interviewed and commented negatively on the SEC's
Office of the Inspector General In the United States, Office of Inspector General (OIG) is a generic term for the oversight division of a List of federal agencies in the United States, federal or state agency aimed at preventing inefficient or unlawful operations within their p ...
(OIG). Going to the OIG was "well-known to be a career-killer". Is the SEC Covering Up Wall Street Crimes?
, Matt Taibbi, 2011 August 17
Because of concerns raised by David P. Weber, former SEC Chief Investigator, regarding conduct by SEC Inspector General H. David Kotz, Inspector General David C. Williams of the
U.S. Postal Service The United States Postal Service (USPS), also known as the Post Office, U.S. Mail, or simply the Postal Service, is an independent agencies of the United States government, independent agency of the executive branch of the federal governmen ...
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 A conflict of interest (COI) is a situation in which a person or organization is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another. Typically, this relates to situations in whi ...
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 Whistleblowing (also whistle-blowing or whistle blowing) is the activity of a person, often an employee, revealing information about activity within a private or public organization that is deemed illegal, immoral, illicit, unsafe, unethical or ...
Darcy Flynn, also reported by Taibbi, the agency routinely destroyed thousands of documents related to preliminary investigations of alleged crimes committed by
Deutsche Bank Deutsche Bank AG (, ) is a Germany, German multinational Investment banking, investment bank and financial services company headquartered in Frankfurt, Germany, and dual-listed on the Frankfurt Stock Exchange and the New York Stock Exchange. ...
,
Goldman Sachs The Goldman Sachs Group, Inc. ( ) is an American multinational investment bank and financial services company. Founded in 1869, Goldman Sachs is headquartered in Lower Manhattan in New York City, with regional headquarters in many internationa ...
,
Lehman Brothers Lehman Brothers Inc. ( ) was an American global financial services firm founded in 1850. Before filing for bankruptcy in 2008, Lehman was the fourth-largest investment bank in the United States (behind Goldman Sachs, Morgan Stanley, and Merril ...
, SAC Capital, and other financial companies involved in the
Great Recession The Great Recession was a period of market decline in economies around the world that occurred from late 2007 to mid-2009.
that the SEC was supposed to have been regulating. The documents included those relating to "
Matters Under Inquiry A Matter Under Inquiry (MUI, pronounced "muey", sometimes called Matter Under Investigation) is a term used by the United States Securities and Exchange Commission to describe preliminary investigations it makes into alleged financial fraud in the c ...
", 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 The National Archives and Records Administration (NARA) is an independent agency of the United States government within the executive branch, charged with the preservation and documentation of government and historical records. It is also task ...
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 possibly illegal''. 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. NPR quoted
University of Denver The University of Denver (DU) is a private research university in Denver, Colorado, United States. Founded in 1864, it has an enrollment of approximately 5,700 undergraduate students and 7,200 graduate students. It is classified among "R1: D ...
Sturm College of Law The Sturm College of Law ("Denver Law") is the professional graduate law school of the University of Denver. It is one of two law schools in the state of Colorado. Founded in 1892, the Sturm College of Law was one of the first in America's Mount ...
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 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. otztells NPR that he'll issue a report by the end of September.


SEC and cryptocurrency

On June 5, 2023, the SEC filed 13 charges against
Binance Binance Holdings Ltd., branded Binance, is the largest cryptocurrency exchange in terms of daily trading volume of cryptocurrencies. Binance was founded in 2017 by Changpeng Zhao, a developer who had previously created high-frequency trading ...
entities and its founder Changpeng Zhao, citing allegations of mishandling customer funds and operating without proper registration. The following day, the SEC charged Coinbase for operating as an unregistered securities exchange, broker, and clearing agency, further signaling its intensified scrutiny of major players in the industry. A key point of contention between the SEC and the crypto industry lies in defining what constitutes a security. The SEC applies the Howey 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." 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 under
Gensler Gensler is a global design and architecture firm headquartered in San Francisco, California. It is the largest architecture firm in the world by revenue and number of architects. In 2022, Gensler generated $1.785 billion in revenue, the most o ...
, classifying
cryptocurrencies A cryptocurrency (colloquially crypto) is a digital currency designed to work through a computer network that is not reliant on any central authority, such as a government or bank, to uphold or maintain it. Individual coin ownership records ...
as securities without clear guidelines, caused prolonged destabilization in crypto markets. 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 the ''Cybersecurity 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 by
climate change Present-day climate change includes both global warming—the ongoing increase in Global surface temperature, global average temperature—and its wider effects on Earth's climate system. Climate variability and change, Climate change in ...
and a company's risks to profit by a growing number of climate change regulations, concerning direct and indirect greenhouse gas emissions produced.


Whistleblower program

The SEC runs a whistleblower rewards program, which rewards individuals who report violations of
securities law Securities regulation in the United States is the field of U.S. law that covers transactions and other dealings with securities. The term is usually understood to include both federal and state-level regulation by governmental regulatory agencie ...
s to the SEC. The program began in 2011 with the passage of the Dodd-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. 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. As part of the program, the SEC issues a report to Congress each year and the 2021 report is available online.


Relationship to other agencies

In addition to working with various self-regulatory organizations such as the
Financial Industry Regulatory Authority The Financial Industry Regulatory Authority (FINRA) is a private American corporation that acts as a self-regulatory organization (SRO) that regulates member brokerage firms and exchange markets. FINRA is the successor to the National Associati ...
(FINRA), the
Securities Investor Protection Corporation The Securities Investor Protection Corporation (SIPC ) is a federally mandated, non-profit, member-funded, United States government corporation created under the Securities Investor Protection Act (SIPA) of 1970 that mandates membership of most ...
(SIPC), and Municipal Securities Rulemaking Board (MSRB), the SEC also works with 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 President's Working Group on Financial Markets, known colloquially as the Plunge Protection Team, or "(PPT)" was created by Executive order (United States), Executive Order 12631,, which appears and purports to be a copy of the original: ...
. The Working Group is chaired by the
secretary of the treasury The United States secretary of the treasury is the head of the United States Department of the Treasury, and is the chief financial officer of the federal government of the United States. The secretary of the treasury serves as the principal a ...
and includes the chairman of the SEC, the chairman of the
Federal Reserve The Federal Reserve System (often shortened to the Federal Reserve, or simply the Fed) is the central banking system of the United States. It was created on December 23, 1913, with the enactment of the Federal Reserve Act, after a series of ...
and the chairman of the
Commodity Futures Trading Commission The Commodity Futures Trading Commission (CFTC) is an Independent agencies of the United States government, independent agency of the US government created in 1974 that regulates the U.S. derivatives markets, which includes futures contract, fut ...
. The goal of the Working Group is to enhance the integrity, efficiency, orderliness, and competitiveness of the financial markets while maintaining investor confidence. The Securities Act of 1933 was originally administered by the
Federal Trade Commission The Federal Trade Commission (FTC) is an independent agency of the United States government whose principal mission is the enforcement of civil (non-criminal) United States antitrust law, antitrust law and the promotion of consumer protection. It ...
. 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. 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. The
Temporary National Economic Committee The Temporary National Economic Committee (TNEC) was established by a joint resolution of the United States Congress on June 16, 1938, and operated until its defunding on April 3, 1941. The TNEC's function was to study the concentration of economic ...
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. The Municipal Securities Rulemaking Board (MSRB) was established in 1975 by Congress to develop rules for companies involved in
underwriting Underwriting (UW) services are provided by some large financial institutions, such as banks, insurance companies and investment houses, whereby they guarantee payment in case of damage or financial loss and accept the financial risk for liability ...
and trading municipal 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) 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. 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 there.
National Securities Markets Improvement Act of 1996 The National Securities Markets Improvement Act of 1996 is an amendment to Securities regulation in the United States, United States federal securities laws in with the aim of promote efficiency and capital formation in the financial markets, and to ...
(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 securities laws. The SEC is a member of
International Organization of Securities Commissions International is an adjective (also used as a noun) meaning "between nations". International may also refer to: Music Albums * ''International'' (Kevin Michael album), 2011 * ''International'' (New Order album), 2002 * ''International'' (The T ...
(IOSCO), and uses the IOSCO Multilateral Memorandum of Understanding as well as direct bilateral agreements with other countries'
securities commission A securities commission, securities regulator or capital market authority is a government department or agency responsible for financial regulation of securities products within a particular country. Its powers and responsibilities vary greatly ...
s to deal with cross-border misconduct in securities markets.


Related legislation

* 1933:
Securities Act of 1933 The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and afte ...
* 1934:
Securities Exchange Act of 1934 The Securities Exchange Act of 1934 (also called the Exchange Act, '34 Act, or 1934 Act) (, codified at et seq.) is a law governing the secondary trading of securities (stocks, bonds, and debentures) in the United States of America. A land ...
* 1938:
Temporary National Economic Committee The Temporary National Economic Committee (TNEC) was established by a joint resolution of the United States Congress on June 16, 1938, and operated until its defunding on April 3, 1941. The TNEC's function was to study the concentration of economic ...
(establishment) * 1939:
Trust Indenture Act of 1939 The Trust Indenture Act of 1939 (TIA), codified at , supplements the Securities Act of 1933 in the case of the distribution of debt securities in the United States. Generally speaking, the TIA requires the appointment of a suitably independent and ...
* 1940:
Investment Advisers Act of 1940 The Investment Advisers Act of 1940, codified at through , is a United States federal law that was created to monitor and regulate the activities of investment advisers (also spelled "advisors") as defined by the law. Passing unanimously in both t ...
* 1940:
Investment Company Act of 1940 The Investment Company Act of 1940 (commonly referred to as the '40 Act) is an act of Congress which regulates investment funds. It was passed as a United States Act of Congress, Public Law () on August 22, 1940, and is codified at . Along with th ...
* 1968:
Williams Act The Williams Act (USA) refers to 1968 amendments to the Securities Exchange Act of 1934 enacted in 1968 regarding tender offers. The legislation was proposed by Senator Harrison A. Williams of New Jersey. The Williams Act amended the Securitie ...
(Securities Disclosure Act) * 1982:
Garn–St. Germain Depository Institutions Act The Garn–St Germain Depository Institutions Act of 1982 (, , enacted October 15, 1982) is an Act of Congress that deregulation, deregulated savings and loan associations and allowed banks to provide adjustable-rate mortgage, adjustable-rate mor ...
* 1999:
Gramm–Leach–Bliley Act The Gramm–Leach–Bliley Act (GLBA), also known as the Financial Services Modernization Act of 1999, () is an act of the 106th United States Congress (1999–2001). It repealed part of the Glass–Steagall Act of 1933, removing barriers in ...
* 2000:
Commodity Futures Modernization Act of 2000 The Commodity Futures Modernization Act of 2000 (CFMA) is a United States federal law that ensures that Over-the-counter (finance), over-the-counter (OTC) Derivative (finance), derivatives remained Financial regulation, unregulated. Commodity Ex ...
* 2002: Sarbanes–Oxley Act * 2003: Fair and Accurate Credit Transactions Act of 2003 * 2006: Credit Rating Agency Reform Act of 2006 * 2010:
Dodd–Frank Wall Street Reform and Consumer Protection Act The Dodd–Frank Wall Street Reform and Consumer Protection Act, commonly referred to as Dodd–Frank, is a United States federal law that was enacted on July 21, 2010. The law overhauled financial regulation in the aftermath of the Great Reces ...
* 2012: Volcker Rule (a specific section of the Dodd–Frank Act) * 2020: Holding Foreign Companies Accountable Act * Title 17 of the Code of Federal Regulations * 2023: SEC Cybersecurity Rules: Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies


See also

* Financial regulation * Financial risk management * NYSE Chicago * Regulation D (SEC) * Regulatory capture * Risk management * Securities market participants (United States) * United States securities regulation * List of financial regulatory authorities by jurisdiction


Forms

* SEC filing ** Form 4 (stock and stock options ownership and exercise disclosure) ** Form 8-K ** Form 10-K ** Form 10-Q ** Form S-1 (Initial public offering, IPO)


References


External links

*
SEC
in the Federal Register
SEC
on USAspending.gov
Securities and Exchange Commission Historical Society

Association of Securities and Exchange Commission Alumni (ASECA)
{{DEFAULTSORT:U.S. Securities And Exchange Commission U.S. Securities and Exchange Commission, Financial services companies established in 1934 1934 establishments in Washington, D.C. Corporate crime Financial crime prevention Financial regulatory authorities of the United States Government agencies established in 1934 Independent agencies of the United States government New Deal agencies