U.S. Securities and Exchange Commission: Difference between revisions

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The SEC has a three-part mission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.<ref>{{cite web|url=http://investor.gov/introduction-markets/role-sec|title=The Role of the SEC|website=Investor.gov}}</ref>
 
To achieve its mandate, the SEC enforces the statutory requirement that [[public company|public companies]] and other regulated companiesentities submit quarterly and [[annual report|annual reports]]s, as well as other periodic reportsdisclosures. In addition to annual [[financial statements|financial reports]], company executives must provide a narrative account, called the "[[management discussion and analysis]]" (MD&A), that outlines the previous year of operations and explains how the company fared in that time period. MD&A will usually also touch onaddresses the upcoming year, outlining future goals and approaches to new projects. In an attempt to level the playing field for all investors, the SEC maintains an online database called [[EDGAR]] (the Electronic Data Gathering, Analysis, and Retrieval system) [[online and offline|online]] from which investors can access this and other information filed with the agency.
 
Quarterly and semiannual reports from public companies are crucial for investors to make sound decisions when investing in the capital markets. Unlike [[bank|banking]]ing, [[investment]] in the capital markets is not [[Federal Deposit Insurance Corporation|guaranteed]] by the federal government. The potential for biglarge gains needs to be weighed against that of sizable losses. Mandatory disclosure of financial and other information about the issuer and the security itself gives private individuals as well as large institutions the same basicfundamental facts about the public companies they invest in, thereby increasing public scrutiny while reducing insider trading and [[fraud]].
 
TheIn SECan makes reports availableattempt to level the publicplaying throughfield for all investors, the SEC maintains an online database called [[EDGAR]] (the Electronic Data Gathering, Analysis, and Retrieval system.) The[[online SECand alsooffline|online]] offersfrom publicationswhich oninvestors investment-relatedcan topicsaccess forinformation publicfiled educationwith the agency, such as reports. The same online system also takesaccepts 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 adheres tomaintains a strict policy of neverrefraining from commenting on the existence or status of anany ongoing investigation.
 
==History==
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===Divisions===
[[File:U.S. Securities and Exchange Commission headquarters.JPG|thumb|U.S. Securities and Exchange Commission headquarters in [[Washington, D.C.]], near [[UnionWashington Station (Washington)|Union Station]]]]
Within the SEC, there are six divisions., Headquarteredwhich is headquartered in [[Washington, D.C.]]
 
The SEC's divisions are:<ref name="divisions">[https://www.sec.gov/about/divisions] U.S. Securities and Exchange Commission</ref>
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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 half since the [[financial crisis of 2007–2008]].<ref name="Klimczak Sison Prats Torres 2021">{{cite journal | last1=Klimczak | first1=Karol Marek | last2=Sison | first2=Alejo José G. | last3=Prats | first3=Maria | last4=Torres | first4=Maximilian B. | title=How to Deter Financial Misconduct if Crime Pays? | journal=Journal of Business Ethics | publisher=Springer Science and Business Media LLC | date=2021-05-06 | volume=179 | pages=205–222 | issn=0167-4544 | doi=10.1007/s10551-021-04817-0 | doi-access=free }}</ref> The SEC can bring a [[lawsuit|civil action]] in a [[United States district court|U.S. District Court]], or an [[administrative proceeding]] which is heard by an independent [[administrative law judge]] (ALJ). The SEC does not have criminal authority but may refer matters to state and federal prosecutors.
 
The '''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.<ref>{{Cite web |title= Economic and Risk Analysis |url=https://www.sec.gov/dera |access-date=2023-11-10 |website=SEC.gov}}</ref>
 
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.
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In addition to working with various self-regulatory organizations such as the [[Financial Industry Regulatory Authority]] (FINRA), the [[Securities Investor Protection Corporation]] (SIPC), and [[Municipal Securities Rulemaking Board]] (MSRB), the SEC also works with federal agencies, state securities regulators, international securities agencies and law enforcement agencies.<ref name="regulatory">{{cite web |url-status=dead |url=http://www.sia.com/capitol_hill/html/securities_regulation.html |title=Regulatory Structure |website=SIA Primer On Securities |publisher=SIFMA |archive-url=https://web.archive.org/web/20061231110038/http://www.sia.com/capitol_hill/html/securities_regulation.html |archive-date=Dec 31, 2006 }}</ref>
 
In 1988 [[Working Group on Financial Markets|Executive Order 12631]] established the President's [[Working Group on Financial Markets]]. The Working Group is chaired by the [[United States Secretary of the Treasury|Secretary of the Treasury]] and includes the Chairman of the SEC, the Chairman of the [[Federal Reserve System|Federal Reserve]] and the Chairman of the [[Commodity Futures Trading Commission]]. The goal of the Working Group is to enhance the integrity, efficiency, orderliness, and competitiveness of the financial markets while maintaining investor confidence.<ref name="treasury">{{cite web |url-status=dead |url=http://www.ustreas.gov/offices/domestic-finance/financial-markets/fin-market-policy/ |website=U.S. Treasury |title=Office of Financial Market Policy |date= March 9, 2010 |archive-url=https://web.archive.org/web/20101203050801/http://www.ustreas.gov/offices/domestic-finance/financial-markets/fin-market-policy/ |archive-date=December 3, 2010 }}</ref> m
 
The Securities Act of 1933 was originally administered by the [[Federal 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.<ref>{{Cite journal|last=Hirst|first=Scott|date=2018-04-01|title=Universal Proxies|url=https://scholarship.law.bu.edu/faculty_scholarship/344|journal=The Harvard Law School Program on Corporate Governance Discussion Paper|volume=2016-11 |via=Scholarly Commons at Boston University School of Law |url-status=live |archive-url=https://web.archive.org/web/20230427123202/https://scholarship.law.bu.edu/faculty_scholarship/344/ |archive-date= Apr 27, 2023 }}</ref>'''{{rp|4}}'''<ref>{{Cite journal|last=Hirst|first=Scott|date=2016-10-01|title=Social Responsibility Resolutions|url=https://scholarship.law.bu.edu/faculty_scholarship/342|journal=The Harvard Law School Program on Corporate Governance Discussion Paper|volume=2016-06 |via=Scholarly Commons at Boston University School of Law |url-status=live |archive-url=https://web.archive.org/web/20230629062536/https://scholarship.law.bu.edu/faculty_scholarship/342/ |archive-date= Jun 29, 2023 }}</ref>'''{{rp|2}}''' The main mission of the FTC is to promote consumer protection and to eradicate [[anti-competitive practices|anti-competitive business practices]]. The FTC regulates general business practices, while the SEC focuses on the securities markets.