The Congress passed Securities and Exchange Act 1934. By the Securities Exchange Act of 1934 the US Securities and Exchange Commission (SEC) was set up or created. So the SEC is a creature of the aforesaid Statute.
The Act fortifies the SEC with wide powers to regulate any aspect of the securities sector. These include the authority to register, regulate and monitor brokerage firms, transfer agents, clearing agencies and stock exchanges as well as the nation’s security self regulatory organizations. The New York stock exchange, American stock exchange, Philadelphia stock exchange and NASDAQ are among the premier stock exchanges of the US in terms of the volume of business traded.
The Act bans certain behaviors in the market as misconduct and empowers the SEC to exercise disciplinary powers over regulated entities and associated persons in connection with complaints of misconducts or frauds.
The Act also authorizes the SEC to require companies, listed on the stock exchanges with publicly traded securities, report status and information at periodic intervals.
Companies with larger than $ 10 million asset base and more than 500 stock holders must file with the SEC annual and other periodic reports at shorter intervals, which are thereafter available on the EDGAR for public access.
The SEC also regulates the disclosure norms with proxy solicitations used to seek votes of the shareholders’ in annual or special meetings for election of directors and approval of other corporate action plans. The information to be provided in the proxy materials must be filed with the SEC in advance for vetting, ahead of any such solicitation for votes, in order to ensure compliance with disclosure norms. Solicitations, either by management or shareholder groups, must disclose all important facts concerning any issue on which stockholders are asked to vote.
This Act also requires the disclosure of intention by anybody seeking to buy more than 5% of a company’s stocks by direct purchase or tender offer. This Act also prohibits fraudulent activities in offer, sale or purchase of publicly traded securities including insider trading actuated by material non public information.
The Act requires different capital market participants like stock exchanges, brokers and dealers, transfer agents and clearing agencies to register themselves with the SEC. These entities have to file updated disclosure documents with the SEC on a regular basis.
This Act requires the self regulatory organizations comprising the National Association of Securities Dealers and the exchanges to propose rules for disciplining errant members for misconduct or breach of norms. These proposed rules are circulated and published for comments before final SEC review and approval. Only after SEC clearance these disciplinary rules come into force as binding code.