Regulation Of Securities Markets

Trading in securities markets in the United States is regulated by a myriad of laws. The major governing legislation includes the Securities Act of 1933 and the Securities Exchange Act of 1934. The 1933 Act requires full disclosure of relevant information relating to the issue of new securities. This is the act that requires registration of new securities and issuance of a prospectus that details the financial prospects of the firm. SEC approval of a prospectus or financial report is not an endorsement of the security as a good investment. The SEC cares only that the relevant facts are disclosed; investors must make their own evaluation of the security's value.

The 1934 Act established the Securities and Exchange Commission to administer the provisions of the 1933 Act. It also extended the disclosure principle of the 1933 Act by requiring periodic disclosure of relevant financial information by firms with already-issued securities on secondary exchanges. Of course, disclosure is valuable only if the information disclosed faithfully represents the condition of the firm; in the wake of the corporate reporting scandals of 2001 and 2002, confidence in such reports justifiably waned. Under legislation passed in 2002, CEOs and chief financial officers of public firms will be required to swear to the accuracy and completeness of the major financial statements filed by their firms.

The 1934 Act also empowers the SEC to register and regulate securities exchanges, OTC trading, brokers, and dealers. While the SEC is the administrative agency responsible for broad oversight of the securities markets, it shares responsibility with other regulatory agencies. The Commodity Futures Trading Commission (CFTC) regulates trading in futures markets, while the Federal Reserve has broad responsibility for the health of the U.S. financial system. In this role, the Fed sets margin requirements on stocks and stock options and regulates bank lending to securities markets participants.

The Securities Investor Protection Act of 1970 established the Securities Investor Protection Corporation (SIPC) to protect investors from losses if their brokerage firms fail. Just as the Federal Deposit Insurance Corporation provides depositors with federal protection against bank failure, the SIPC ensures that investors will receive securities held for their account in street name by a failed brokerage firm up to a limit of $500,000 per customer. The SIPC is financed by levying an "insurance premium" on its participating, or member, brokerage firms. It also may borrow money from the SEC if its own funds are insufficient to meet its obligations.

In addition to federal regulations, security trading is subject to state laws, known generally as blue sky laws because they are intended to give investors a clearer view of investment prospects. State laws to outlaw fraud in security sales existed before the Securities Act of 1933. Varying state laws were somewhat unified when many states adopted portions of the Uniform Securities Act, which was enacted in 1956.

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