Journal articles: 'Securities and Exchange Commission'

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Taylor, Eileen, James Bierstaker, and Joseph Brazel. "Comments by the Auditing Standards Committee of the Auditing Section of the American Accounting Association on the Securities and Exchange Commission Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934." Current Issues in Auditing 5, no. 1 (January 1, 2011): C16—C27. http://dx.doi.org/10.2308/ciia-50017.

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SUMMARY: Recently, the Securities and Exchange Commission (“SEC” or “Commission”) proposed rules and forms to implement Section 21F of the Securities Exchange Act of 1934 (“Exchange Act”), entitled Securities Whistleblower Incentives and Protection, and sought comment thereon. The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (“Dodd-Frank”), established a whistleblower program that requires the Commission to pay an award, under regulations prescribed by the Commission and subject to certain limitations, to eligible whistleblowers who voluntarily provide the Commission with original information about a violation of the federal securities laws that leads to the successful enforcement of a covered judicial or administrative action, or a related action. Dodd-Frank also prohibits retaliation by employers against individuals that provide the Commission with information about potential securities violations. Comments were requested by the Commission and could be submitted on or before December 17, 2010. The Auditing Standards Committee of the Auditing Section of the American Accounting Association provided the comments in the letter below to the Commission on the Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934.

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Nathan, Daniel A., and Tiffany Rowe. "SEC charges broker-dealer for failure to protect against insider trading by employees." Journal of Investment Compliance 16, no. 1 (May 5, 2015): 59–62. http://dx.doi.org/10.1108/joic-01-2015-0004.

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Purpose – To alert broker-dealers to Securities and Exchange Commission charges brought against a broker-dealer for ineffective controls over employee use of confidential information and to provide guidance regarding development and implementation of controls to protect against improper use of material non-public information by employees. Design/methodology/approach – Reviews Securities and Exchange Commission settlement order with broker-dealer for violations of securities laws for failure to adequately prevent insider trading by employees and provides guidance for implementing control to prevent insider trading. Findings – The Securities and Exchange Commission’s charges are the first to be brought against a broker-dealer for failure to adequately protect against insider trading. A broker used a customer’s confidential information regarding an impending acquisition by a private equity firm to purchase stock in the target company. The broker-dealer settled charges of violations of the federal securities laws for failing to adequately establish, maintain, and enforce policies and procedures to protect against insider trading by employees with access to confidential client information. Originality/value – Practical guidance regarding internal controls at broker-dealers from experienced securities litigation and regulation lawyers.

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Campbell, M. K. "Accountability [US Securities and Exchange Commission role]." IEEE Potentials 21, no. 2(415) 2 (2002): 18–21. http://dx.doi.org/10.1109/45.998086.

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Feller, Robert H. "Securities and exchange commission and environmental disclosure." Journal of Cleaner Production 1, no. 2 (January 1993): 107–17. http://dx.doi.org/10.1016/0959-6526(93)90049-h.

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N, Rishab Kumar Jain, and Sarah John. "The Intersection of Cryptocurrencies with Securities Law." April-May 2023, no. 33 (May 26, 2023): 17–29. http://dx.doi.org/10.55529/ijrise.33.17.29.

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The Intersection of Cryptocurrency and Securities Law has been discussed in various legal contexts in the present scenario. The rise of cryptocurrencies has put forth fresh challenges for investors as well as regulators and there is a need for clear direction on how to interpret the transactions that include digital currencies. The advent of crypto exchanges has formed an entire ecosystem of services and participants, who are looking to provide liquidity, exploit price differences for profit, and support the investments. The focus of the study is to investigate the legal and regulatory steps taken to include cryptocurrencies within securities law. The paper will delve into the distinctive attributes of cryptocurrencies and analyse the different regulations in which they can be classified as securities. Moreover, it will inspect the fluctuating regulatory strategies adopted by various countries and entities, such as the United States Securities and Exchange Commission (SEC), United Kingdom’s Financial Conduct Authority (FCA), The Australian Securities and Investments Commission (SIC), Securities and Exchange Board of India (SEBI) and others.

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Trammell, Susan. "Staying Power: The Irrepressible Securities and Exchange Commission." CFA Institute Magazine 15, no. 5 (September 2004): 39–43. http://dx.doi.org/10.2469/cfm.v15.n5.2887.

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Rajgopal, Shivaram, and Roger M. White. "Stock Trades of Securities and Exchange Commission Employees." Journal of Law and Economics 60, no. 3 (August 2017): 441–77. http://dx.doi.org/10.1086/695691.

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Martin, David, David Engvall, Kerry Burke, Gerald Hodgkins, Matthew Franker, and Reid Hooper. "US SEC report calls for better internal accounting controls for cyber-related threats." Journal of Investment Compliance 20, no. 1 (May 7, 2019): 5–9. http://dx.doi.org/10.1108/joic-12-2018-0055.

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Purpose To summarize and explain the US Securities and Exchange Commission’s (Commission) recent report of investigation cautioning public companies to consider cyber-related threats when designing and implementing internal accounting controls. Design/methodology/approach Explains that the Commission’s report arose out of a Commission enforcement investigation into the internal accounting controls of nine unidentified public companies that were victims of email scams, explains that the Commission issued the report to emphasize that cybersecurity remains a high priority for the Commission and the report should serve as a reminder that all public companies need to consider cyber-related threats when devising and maintaining internal accounting controls and provides practical considerations for public companies to consider in light of the Commission’s report. Findings Public companies should assume that the Commission is actively monitoring all areas related to cybersecurity, including corporate disclosures of cyber-related incidents and also whether companies have established policies, procedures, and internal controls in place to ensure cyber-related incidents are prevented. Given that assumption, public companies should take prompt steps to assess and, if appropriate, improve internal accounting controls, disclosure controls, and cyber-related policies and procedures to address the risk of cyber-related incidents. Originality/value Practical guidance from experienced securities lawyers.

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Cressey, Donald R., and Susan P. Shapiro. "Wayward Capitalists: Target of the Securities and Exchange Commission." Contemporary Sociology 15, no. 4 (July 1986): 627. http://dx.doi.org/10.2307/2069325.

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Schuck, Peter H., and Susan Shapiro. "Wayward Capitalists: Target of the Securities and Exchange Commission." Journal of Policy Analysis and Management 4, no. 2 (1985): 297. http://dx.doi.org/10.2307/3324678.

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Kass, Stephen L., and Jean M. McCarroll. "law: Environmental Disclosure in Securities and Exchange Commission Filings." Environment: Science and Policy for Sustainable Development 39, no. 3 (April 1997): 4–43. http://dx.doi.org/10.1080/00139159709604366.

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Williams, Cynthia A. "The Securities and Exchange Commission and Corporate Social Transparency." Harvard Law Review 112, no. 6 (April 1999): 1197. http://dx.doi.org/10.2307/1342384.

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Lee, Seward. "finreportr: Financial Data from U.S. Securities and Exchange Commission." Journal of Open Source Software 1, no. 8 (December 5, 2016): 119. http://dx.doi.org/10.21105/joss.00119.

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Mitchum, Melissa Beck, and Bob Xiong. "Are your customer accounts in order? – SEC announces sweep of broker-dealers and implementation of the customer protection rule initiative." Journal of Investment Compliance 18, no. 1 (May 2, 2017): 68–74. http://dx.doi.org/10.1108/joic-02-2017-0009.

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Purpose To explain the Customer Protection Rule Initiative announced by the Securities and Exchange Commission (SEC) and offer practical guidance for complying with Rule 15c3-3 under the Securities Exchange Act of 1934. Design/methodology/approach This article discusses Rule 15c3-3 under the Securities Exchange Act of 1934, related interpretative guidance, and the Customer Protection Rule Initiative announced in June 2016 by the SEC. Findings This article concludes that broker-dealers should take advantage of the Customer Protection Rule Initiative’s self-reporting mechanism and use this time to review their current account arrangements with banks, existing internal policies and procedures, and account documentation. Originality/value This article contains valuable information about the SEC’s Customer Protection Rule Initiative and practical compliance guidance from experienced securities lawyers.

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Вихристюк, А. М. "ADMINISTRATIVE AND LEGAL STATUS OF THE NATIONAL COMMISSION OF SECURITIES AND THE STOCK MARKET AS AN ENTITY REGULATION OF STOCK EXCHANGES." Juridical science 1, no. 4(106) (April 2, 2020): 72–78. http://dx.doi.org/10.32844/2222-5374-2020-106-4-1.09.

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The relevance of the article is that the stock market is the main system-forming channel of capital movement in today's globalized world. It is possible to reliably assess the real significance of the stock market and ensure the full realization of all its capabilities only if the study of risks, which is inevitably accompanied by this civilizational phenomenon. To the same extent, this fact highlights the problem of minimizing the financial risks that accompany the stock market and its infrastructure. The purpose of the article is to systematically analyze the norms of current legislation, as well as the positions of scholars of administrative law and economics, to reveal the administrative and legal status of the National Commission on Securities and Stock Market as a subject of stock exchange regulation. The article reveals the administrative and legal status of the National Commission on Securities and Stock Market as a legal position of the main subject of administrative and legal regulation of stock exchanges, endowed with authoritative regulatory and supervisory powers, within which the legal relationship between the state and stock market participants. The content of the administrative and legal status of the National Commission on Securities and Stock Market is determined. It is concluded that the administrative and legal status of the National Commission on Securities and Stock Market is the legal status of the main subject of administrative and legal regulation of stock exchanges, endowed with authoritative regulatory and supervisory powers, within which the legal relationship is established. between the state and stock market participants. In terms of content, the administrative and legal status of the National Commission on Securities and Stock Market is a voluminous category that includes tasks (regulation and control of stock exchanges); powers (transformed into administrative tools, which can be divided into the issuance of acts, provision of services, control and supervision, prosecution, cooperation in the development of the stock market).

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Brigagliano, James, W. Hardy Callcott, and Michael Warden. "SEC issues landmark order rejecting Nasdaq and NYSE Arca market data fee increases." Journal of Investment Compliance 20, no. 2 (July 1, 2019): 24–27. http://dx.doi.org/10.1108/joic-02-2019-0012.

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Purpose To explain an October 16, 2018 US Securities and Exchange Commission order that unanimously upheld a SIFMA challenge to fee increases for “depth-of-book” market data filed by Nasdaq and NYSE Arca and the SEC’s simultaneous remanding of over 400 market data fee and other filings back to the exchanges for consideration under the standards set out in the order. Design/methodology/approach Explains the criteria for fee increases under the Exchange Act, the SEC’s historic routine approval of exchanges’ proposed fee increases, the SEC’s challenge to two recent market data filings, and the SEC’s remanding of 400 additional market data fee filings challenged by SIFMA to the exchanges and the National Market System (NMS) for reconsideration. Analyzes and discusses the SEC’s order. Findings The SECs’ SIFMA order appears to raise the bar significantly for what exchanges must show to justify fee increases.More broadly, all five SEC Commissioners (of both parties) appear to be rethinking the role of for-profit exchanges in the regulatory structure.These orders have the potential to rewrite the regulation of market data, other exchange fees, and potentially the relationship between the exchanges and other market participants, for the entire securities industry. Originality/value Practical guidance from experienced securities lawyers.

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Daniel, Jason. "SEC targets broker-dealer implications of transaction-based deal fees." Journal of Investment Compliance 17, no. 4 (November 7, 2016): 75–76. http://dx.doi.org/10.1108/joic-09-2016-0041.

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Purpose To explain a US Securities and Exchange Commission (SEC) enforcement action against a registered investment adviser to private equity funds for allegedly providing brokerage services in connection with the acquisition and disposition of the securities of portfolio companies while not being registered as a broker dealer, making undisclosed use of fund assets, and failing to adopt policies and procedures designed to prevent the alleged violations. Design/methodology/approach Describes the services provided by the investment adviser, the compensation paid, and the SEC’s other bases for enforcement, and draws conclusions for private equity fund advisers. Findings The SEC has begun pursuing transaction-based compensation paid to private equity fund advisers relating to portfolio company transactions as illegal brokerage commissions. The Commission also continues to target the adviser’s undisclosed use of client fund capital, especially in private equity funds. Originality/value Practical explanation by experienced investment management lawyer.

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Alain, Robert. "Le droit des valeurs mobilières et le retour des compagnies publiques au statut de compagnie privée." Les Cahiers de droit 20, no. 3 (April 12, 2005): 539–82. http://dx.doi.org/10.7202/042328ar.

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This article examines the « going private » phenomenon as it has developed in the United States and Canada over the past few years as well as its implications for Quebec law. « Going private » transactions involve different means of corporate reorganization that allow a few controlling shareholders to eliminate, without adequate compensation, most other shareholders from further participation in a corporate body. Such transactions are of interest to those who study company law or securities law as the methods employed often go beyond the spirit of both. The author attempts to demonstrate the role each can play in preventing abuses of minority rights. Corporate law, while ensuring majority rule, seeks to protect individual shareholders while securities law has developed to avoid the manipulation of individual shareholders in transactions involving securities. The author believes that « going private » should take place only if full disclosure of the aims of the controlling group have been given to the minority, if there is a valid business purpose for going private and if the eliminated shareholders are treated fairly. Examples of these criteria are to be found in recent American, Canadian and Quebec jurisprudence as well as in the policy statements of the Securities Exchange Commission and the Ontario Securities Commission. These are analysed in relation to present Quebec law. The author suggests that the Quebec Securities Commission should adopt a policy statement on « going private » similar to that of the OSC. This would be a better means of ensuring that the Quebec Securities Commission fulfill its role of promoting investor protection and an efficient securities market.

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Adler, Sara, Joel I. Greenberg, William G. LeBas, and Ellen Fleishhacker. "US Securities and Exchange Commission (SEC) expands accredited investor definition." Journal of Investment Compliance 22, no. 1 (April 6, 2021): 29–33. http://dx.doi.org/10.1108/joic-09-2020-0029.

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Purpose To explain amendments to the definition of “accredited investor” approved by the SEC in August 2020 and to describe the impact of the changes. Design/methodology/approach Explains how the amendments expand the pool of qualified investors in various subsections of the definition, explains related amendments, and then discusses the implications of the changes. Findings The amendments, among other things: (i) permit natural persons to qualify as accredited investors based on certain professional credentials or, for investments in private funds, based on “knowledgeable employee” status”; (ii) add LLCs and other specified entity types to the list of potentially-qualifying entities, and add a “catch-all” category for unspecified entities (although with different quantitative standards); (iii) add the term “spousal equivalent” to the definition; and (iv) codify certain related staff interpretive positions. In addition, the amendments revise the definition of “qualified institutional buyer” to include additional entity types to avoid inconsistencies with the new accredited investor definition. Originality/value Expert analysis and guidance from experienced securities attorneys who counsel clients on all manner of SEC regulatory policy matters.

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Demaline, Christopher J. "Image repair during a U.S. Securities and Exchange Commission investigation." Journal of Corporate Accounting & Finance 32, no. 3 (May 19, 2021): 164–74. http://dx.doi.org/10.1002/jcaf.22500.

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Gerde, Virginia W., and Craig G. White. "Auditor Independence, Accounting Firms, and the Securities and Exchange Commission." Business & Society 42, no. 1 (March 2003): 83–114. http://dx.doi.org/10.1177/0007650302250504.

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Boury, P. M. "Does the European Union need a securities and exchange commission?" Capital Markets Law Journal 1, no. 2 (November 1, 2006): 184–94. http://dx.doi.org/10.1093/cmlj/kml013.

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Perri, Frank S., and Richard G. Brody. "The sleeping watch dog: aka the Securities and Exchange Commission." Journal of Financial Regulation and Compliance 19, no. 3 (July 26, 2011): 208–21. http://dx.doi.org/10.1108/13581981111147856.

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Raghupathi, Wullianallur, Sarah Jinhui Wu, and Viju Raghupathi. "Understanding Corporate Sustainability Disclosures from the Securities Exchange Commission Filings." Sustainability 15, no. 5 (February 24, 2023): 4134. http://dx.doi.org/10.3390/su15054134.

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As sustainability becomes fundamental to companies, voluntary and mandatory disclosures or corporate sustainability practices have become a key source of information for various stakeholders, including regulatory bodies, environmental watchdogs, nonprofits and NGOs, investors, shareholders, and the public at large. Understanding sustainability practices by analyzing a large volume of disclosures poses major challenges, given that the information is mostly in the form of text. Applying machine learning and text analytic methods, we analyzed approximately 25,428 disclosure reports for the period of 2011 to 2020, extracted from the Securities and Exchange Commission (SEC) filings and made available at the Ceres website via application programming interfaces (APIs). Our study identified six industry clusters from the K-means and six main topics from the latent Dirichlet allocation (LDA) method that related to the disclosure of climate-change-related environmental concerns. Both methods produced overlapping results that further reinforce and enhance our understanding of climate-change-related disclosure at various levels, such as sector, industry, and topic. Our analysis shows that companies are concerned primarily with the topics of gas emission, carbon risk, climate change, loss and damage, renewable energy, and financial impact when disclosing climate-change-related issues to the government. The study has implications for corporate sustainability practices, the communication and dissemination of such practices to stakeholders at large and furthering our understanding of sustainability in general.

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Ofo, Nat. "Securities and Exchange Commission of Nigeria's Draft Revised Code of Corporate Governance: An Appraisal." Journal of African Law 55, no. 2 (September 14, 2011): 280–99. http://dx.doi.org/10.1017/s0021855311000143.

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AbstractIn furtherance of its role to entrench good corporate governance practice in Nigeria, the Securities and Exchange Commission of Nigeria published a draft revised Code of Corporate Governance. It is intended that this revised code will replace the country's current corporate governance code which came into force in 2003. This article sets out a thorough examination of the draft code with a view to appraising whether the final version of the code will be well-suited to meet its desired goals. Consequently, some of its provisions have been critically reviewed while others have been acclaimed. Furthermore, the article draws attention to the increased responsibility of the Securities and Exchange Commission in establishing good corporate governance practice and makes extensive suggestions in this regard.

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Bondi, Bradley J., Charles A. Gilman, Kimberly C. Petillo-Décossard, John J. Schuster, and Sara Ortiz. "SEC charges broker-dealer and AML officer for failing to file SARs related to pump-and-dump scheme." Journal of Investment Compliance 18, no. 3 (September 4, 2017): 41–43. http://dx.doi.org/10.1108/joic-06-2017-0032.

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Purpose To explain a recent US Securities and Exchange Commission (SEC) administrative proceeding targeting a broker-dealer as part of the Commission’s continuing efforts to enforce anti-money laundering (AML) regulations and reporting. Design/methodology/approach This article explores the factual and legal contours of a specific SEC administrative proceeding to better understand the affirmative steps the Commission expects of financial service providers as it relates to AML activities and reporting. Findings Given the SEC’s current enforcement focus, it is critical that financial institutions conduct their activities with a clear understanding of the AML regulations, investigatory expectations and related reporting requirements associated with the provision of brokerage and advisory services to US clients and customers. Originality/value This article highlights the SEC’s continuing interest in broker-dealer AML policies and compliance and provides analysis from experienced lawyers with expertise in financial services, securities and white collar crime.

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Marcacci, Antonio. "IOSCO and the Spreading of a US-Like Regulatory Philosophy around the World." European Business Law Review 25, Issue 6 (December 1, 2014): 759–809. http://dx.doi.org/10.54648/eulr2014034.

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The objective of this article is to describe the International Organization of Securities Commissions - IOSCO, its internal procedures, normative product and implementation process, and to test the role played by the US Securities and Exchange Commission - SEC since the Organization's birth. The pervasiveness of the US Securities Laws will be tested both on the most important document IOSCO has ever adopted, the Objectives and Principles of Securities Regulation, representing the regulatory philosophy of the Organization; and, as a more detailed case study, on the documents concerning the regulation of Credit Rating Agencies, a very hot topics for international finance. Moreover, it will be analyzed the position of the US in the crossborder enforcement cooperation process established under the auspices of IOSCO in the last twenty years and how this has recently changed. The results seem to suggest that IOSCO's has been deeply affected by the US Securities Laws even if, more recently, the emerging of new important markets is progressively turning the Organization into a multipolar forum where the US is no longer the only "regulatory" superpower.

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Clayton, John. "The Two Faces of Janus: The Jurisprudential Past and New Beginning of Rule 10b-5." University of Michigan Journal of Law Reform, no. 47.3 (2014): 853. http://dx.doi.org/10.36646/mjlr.47.3.two.

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Section 10(b) of the Securities Exchange Act and its implementing Rule 10b-5 are the primary antifraud provisions for both private and public enforcement of the federal securities laws. Neither the statute nor the rule expressly provides for a private right of action, but federal courts have long recognized such an implied right, and the Securities and Exchange Commission has supported the implied private right of action as a “necessary supplement” to its own efforts. However, after a decade of applying an expansive interpretation to Section 10(b), in the early 1970s the U.S. Supreme Court began to narrowly interpret this implied private right of action, citing concerns about the costs that frivolous litigation may impose on capital markets. Most recently, in Janus Capital Group, Inc. v. First Derivative Traders, the Supreme Court constricted the ambit of Rule 10b-5(b) — which imposes liability for fraudulent misstatements — by narrowly interpreting the word “make” in a way that effectively removes entire categories of plaintiffs from liability under Rule 10b-5(b). While Janus involved private plaintiffs, the Court’s interpretation cannot easily be distinguished on the basis of the plaintiff’s identity. Therefore, Janus appears to limit the Commission to the same extent that it does private plaintiffs, even if such a limitation was not the Court’s intent. This Note offers a solution to the Commission’s Janus problem, whereby the Commission could use its rulemaking authority to implement a “New Rule 10b-5.” This New Rule 10b-5 would be drafted so that only the Commission could use it to prosecute fraud, addressing the Court’s concern about the potential costs of expanding private litigation. Additionally, the New Rule 10b-5 could substitute different language for the word “make” so that the Commission could sidestep the Court’s restrictive interpretation of that word’s meaning. Going forward, this bifurcated approach to Section 10(b) — with separate rules for private and public enforcement — would allow the courts to interpret the contours of each cause of action without inadvertently restricting or expanding the scope of the other.

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Lohse, Tim, Razvan Pascalau, and Christian Thomann. "Public enforcement of securities market rules: Resource-based evidence from the Securities and Exchange Commission." Journal of Economic Behavior & Organization 106 (October 2014): 197–212. http://dx.doi.org/10.1016/j.jebo.2014.06.010.

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Teufel, Adam, and Christopher J. Geissler. "SEC approves new continued listing standards for ETFs." Journal of Investment Compliance 18, no. 3 (September 4, 2017): 21–25. http://dx.doi.org/10.1108/joic-06-2017-0037.

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Purpose To introduce and analyze recent amendments to the rules of three US securities exchanges to add specific continued listing standards applicable to exchange-traded funds (ETFs). Design/methodology/approach Provides an introduction and summary overview of the topic, summarizes the scope of the rule changes, discusses the industry reaction to the proposed rule changes and the regulator’s response, notes the applicability of the rule changes to ETFs relying on their own fund-specific regulatory relief, and identifies compliance dates. Findings Each of three US securities exchanges filed separate proposals to amend their listing standards to add specific continued listing standards for ETFs. Notwithstanding various concerns expressed in comment letters from key industry participants, by March 2017 the Securities and Exchange Commission (SEC) approved all three proposals in substantially the form proposed. Practical implications ETF sponsors should note that significant compliance enhancements may be required to ensure proper and continuous testing of securities in an ETF’s underlying index and/or portfolio in lieu of testing for compliance solely at the time of initial listing or at the time of an investment decision. The rule changes are scheduled to take effect by October 1, 2017. Originality/value Practical analysis from a premier financial services law firm on the issues presented by the ETF rule changes.

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Chatov, Robert. "WILLIAM O. DOUGLAS ON THE TRANSFER OF THE SECURITIES AND EXCHANGE COMMISSION'S AUTHORITY FOR THE DEVELOPMENT OF RULES FOR FINANCIAL REPORTING." Accounting Historians Journal 13, no. 2 (September 1, 1986): 125–29. http://dx.doi.org/10.2308/0148-4184.13.2.125.

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As an SEC Commissioner, William O. Douglas favored active SEC participation in the development of rules of accounting for financial reporting under the Securities Acts. A retrospective letter dated September 29, 1973 indicates that the pre-War SEC Commission did not contemplate the virtually complete transfer to the private sector of the authority for development of corporate financial reporting that characterizes the position of today's SEC.

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Parrino, Richard J., Peter Romeo, and Alan Dye. "Securities and Exchange Commission announces enforcement initiative directed at reporting violations by public company insiders." Journal of Investment Compliance 16, no. 1 (May 5, 2015): 19–24. http://dx.doi.org/10.1108/joic-01-2015-0002.

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Purpose – The purpose of this paper is to review the enforcement initiative announced by the US Securities and Exchange Commission (SEC) in September 2014 directed at reporting violations of the Securities Exchange Act of 1934 (Exchange Act) by public company officers, directors and significant stockholders. The paper considers the notable features of the first round of SEC enforcement actions pursuant to that initiative and proposes measures public companies and their insiders can adopt to enhance compliance with their reporting and related disclosure obligations under the Exchange Act. Design/methodology/approach – The paper examines the SEC’s enforcement initiative against the backdrop of the agency’s enforcement activity since 1990 for violations by public company insiders of the reporting provisions of Sections 13 and 16 of the Exchange Act. The paper summarizes the features of the reporting violations that attracted SEC enforcement interest in the recent proceedings and identifies the factors apparently weighed by the SEC in determining the amount of the penalties sought against those charged with the violations. Findings – The SEC’s latest enforcement actions are unprecedented for insider reporting violations. The new enforcement initiative represents an abandonment by the SEC of its largely passive approach of the past dozen years in which it charged insider reporting violations only when they related to fraud or other major violations of the securities laws. If reporting violations are flagrant, the SEC now promises to target the offenders for enforcement on a stand-alone basis without regard to other possible wrongdoing. The SEC also cautions that, as it did in some of the recent enforcement actions, it may charge companies that promise to assist their insiders in the preparation and filing of their reports, but do not to make the filings in a timely manner, with contributing to the filing failures. Originality/value – The paper provides expert guidance from experienced securities lawyers.

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Zieliński, Jakub. "SECURITIES AND EXCHANGE COMMISSION V. RIPPLE LABS INC. CASE, AS THE GAME-CHANGER OF CRYPTOCURRENCIES’ HISTORY." Roczniki Administracji i Prawa 1, no. XXII (March 31, 2022): 203–12. http://dx.doi.org/10.5604/01.3001.0015.9108.

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This article provides detailed depiction of arguments and statements presented by both parties to the proceedings in Securities and Exchange Commission v. Ripple Labs Inc. case, with author’s opinions and remarks on the aforesaid. Because of its precedential character, the aforementioned case could play a crucial role in the future of all cryptocurrencies. Never before, had Securities and Exchange Commission made a complaint against company, which is behind one of the most popular cryptocurrencies of all time – XRP. Plaintiff claims, that from at least 2013 through the present, Defendants sold over 14.6 billion units of a digital asset security called “XRP,” in return for cash or other consideration worth over $1.38 billion U.S. Dollars to fund Ripple’s operations and enrich Larsen and Garlinghouse. Plaintiff underlines, that XRP is digital asset security, namely investment contract, and as such, it should follow the rules set out in Securities Act (1933). In the article, author tackles the problem of evaluating arguments presented by both parties, and tries to predict the consequences of possible rulings.

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Senderowicz, Jeremy I., K. Susan Grafton, Timothy Spangler, Kristopher D. Brown, and Andrew J. Schaffer. "SEC focuses on initial coin offerings: tokens may be securities under federal securities laws." Journal of Investment Compliance 19, no. 1 (May 8, 2018): 10–14. http://dx.doi.org/10.1108/joic-02-2018-0017.

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Purpose To explain the recent determination by the US Securities and Exchange Commission (SEC) with respect to so-called “token sales” or “initial coin offerings” (ICOs) that some tokens may be securities under federal securities laws and to address other recent actions by the SEC with respect to ICOs. Design/methodology/approach Reviews the SEC’s determination that some tokens issued in an ICO may be securities under federal securities laws as outlined by the SEC’s Division of Enforcement in a “Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: The DAO.” Provides overview of SEC Investor Alert, Investor Bulletin, and recent comments and actions of the Staff regarding investment in ICOs and provides guidance to those interested in participating in an ICO as an investor or issuer. Findings These actions by the SEC make it clear that the SEC is closely monitoring the market for ICOs, and that it wants potential investors and issuers to be aware that it is watching and may take action if it believes the securities laws have been violated. Originality/value Practical overview of recent developments and guidance from experienced securities and financial services lawyers.

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Odders-White, Elizabeth R. "Third Market Reforms: The Overlooked Goal of the SEC's Order Handling Rules." Journal of Financial and Quantitative Analysis 39, no. 2 (June 2004): 277–304. http://dx.doi.org/10.1017/s0022109000003070.

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AbstractIn 1997, the Securities and Exchange Commission enacted significant reforms in U.S. markets. Several studies document that the new order handling rules increased competition for Nasdaq stocks, but the reforms were designed with an additional goal in mind—to increase quote competition for the trading of NYSE-listed securities on Nasdaq (i.e., third market trading). An evaluation of the reforms in the third market indicates that they did not achieve this objective. Instead, both quote quality and quoting frequency were diminished, due primarily to elimination of the excess spread rule. This suggests that more significant changes are needed to increase inter-exchange competition.

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Goforth, Carol R. "Regulation of Crypto: Who Is the Securities and Exchange Commission Protecting?" American Business Law Journal 58, no. 3 (September 2021): 643–705. http://dx.doi.org/10.1111/ablj.12192.

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Johnston, Rick, and Reining Petacchi. "Regulatory Oversight of Financial Reporting: Securities and Exchange Commission Comment Letters." Contemporary Accounting Research 34, no. 2 (June 2017): 1128–55. http://dx.doi.org/10.1111/1911-3846.12297.

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Lohse, Tim, and Christian Thomann. "Are bad times good news for the Securities and Exchange Commission?" European Journal of Law and Economics 40, no. 1 (August 9, 2014): 33–47. http://dx.doi.org/10.1007/s10657-014-9455-y.

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Zwickel, Arthur L., Keith D. Pisani, and Alicia M. Harrison. "SEC reporting obligations for insiders and large traders under Section 13 and Section 16 of the Exchange Act." Journal of Investment Compliance 20, no. 3 (October 14, 2019): 39–53. http://dx.doi.org/10.1108/joic-07-2019-0040.

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Purpose The purpose of this paper is to provide investment advisers, broker dealers, individual investors and other securities firms with a current and detailed summary of the reporting regime under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and guidance on how to comply with the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5. Design/methodology/approach The approach of this paper discusses the transactions or beneficial ownership interests in securities that trigger a reporting requirement under Section 13 and/or Section 16 of the Exchange Act, identifies the person or persons that have the obligation to file reports with the SEC, details the information required to be disclosed in the publicly available reports, and explains certain trading restrictions imposed on reporting persons as well as the potential adverse consequences of filing late or failing to make the requisite disclosures to the SEC. Findings The SEC continues to provide updated guidance on the disclosure requirements under Sections 13 and 16 of the Exchange Act, which individual investors and securities firms – largely insiders – must take into account when filing any new or amended reports on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5. Originality/value This article provides expert analysis and guidance from experienced securities lawyers.

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Russelo, Gerald J., Stephen L. Cohen, and Jose F. Sanchez. "The SEC Speaks 2018: the US Securities and Exchange Commission’s current priorities and conference overview." Journal of Investment Compliance 19, no. 3 (September 3, 2018): 1–4. http://dx.doi.org/10.1108/joic-04-2018-0025.

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Purpose This paper aims to highlight certain comments made by US Securities and Exchange Commission (SEC) officials, which may provide insight into compliance and enforcement issues that may be important for market participants, including broker-dealers, investment advisors and reporting companies, in the future. Design/methodology/approach This paper explains comments made by SEC officials and highlights potential regulatory issues based on past experiences of attorneys within the firm, past comments made by the SEC and Financial Industry Regulatory Authority and past regulatory exam results. Findings This paper summarizes remarks from the recent SEC Speaks 2018 Conference conducted by SEC officials related to the Commission’s regulatory and enforcement priorities. Issuers, brokers, advisors and other financial organizations should familiarize themselves with the themes and guidance discussed at the Conference to prepare for regulatory compliance challenges in the upcoming year. Originality/value Practical guidance from experienced securities and financial services lawyers.

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Ingerman, Brett, Michael D. Hynes, Brian H. Benjet, and Kristina Neff. "Not just a compliance program, but an effective compliance program: SEC, DOJ issue strong reminders." Journal of Investment Compliance 16, no. 4 (November 2, 2015): 4–5. http://dx.doi.org/10.1108/joic-08-2015-0054.

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Purpose – To alert corporations of a May 2015 speech issued by a top Department of Justice Official and a May 2015 settlement agreement between a global resources company and the Securities and Exchange Commission, both of which emphasize the importance of effective corporate compliance programs and provide guidelines and recommendations for achieving compliance programs that actually work. Design/methodology/approach – Summarizes and analyzes the May 2015 speech of Assistant Attorney General Leslie R. Caldwell at the 10th Annual Compliance Week conference in Washington DC and the May 2015 settlement between BHP Billiton and the SEC to settle Foreign Corrupt Practices Charges. Findings – The Department of Justice and the Securities and Exchange Commission continue to scrutinize not just whether corporations have compliance programs in place, but whether the compliance programs are actually effective. Originality/value – Practical guidance from experienced compliance professionals based on recent government opinions and actions concerning corporate compliance programs.

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Tajti, Tibor. "What makes the securities criminal law system of the United States work: 'All-embracing' 'blanket' securities crimes and the linked enforcement framework." Pravni zapisi 12, no. 1 (2021): 146–83. http://dx.doi.org/10.5937/pravzap0-30658.

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The article explores the key factors that make the securities criminal law of the United States (US), as one of the integral building blocks of the capital markets and securities regulatory system, efficient. This includes the role and characteristics of sectoral (blanket) all-embracing securities crimes enshrined into the federal securities statutes, their nexus with general crimes, the close cooperation of the Securities Exchange Commission (SEC) and prosecutorial offices, the applicable evidentiary standards, and the fundamental policies undergirding these laws. The rich repository of US experiences should be instructive not only to the Member States of the European Union (EU) striving to forge deeper capital markets but also to those endeavoring to accede the EU (e.g., Serbia), or to create deep capital markets for which efficient prosecution of securities crimes is inevitable.

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Burnett, Brian M., Daphne Hart, Bjorn N. Jorgensen, and Gregory W. Martin. "Multiple Regulators and Accounting Restatements: Evidence from Canada." Journal of International Accounting Research 18, no. 2 (June 1, 2019): 3–29. http://dx.doi.org/10.2308/jiar-52494.

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ABSTRACT Canada delegates securities regulation to the provincial securities regulators where each Canadian firm is headquartered. Legal origin theories predict weaker enforcement due to less emphasis on accounting in civil law jurisdictions, like Quebec. Consistent with these theories, we find fewer restatements for non-U.S. cross-listed firms headquartered in Quebec relative to the rest of Canada (ROC), which has a common law legal origin. When subject to two securities regulators—a Canadian provincial securities regulator and the Securities and Exchange Commission—Quebec firms cross-listed in the U.S. restate at a rate similar to the ROC. Finally, we document that Canadian firms restate less frequently after adopting IFRS, consistent with more principles-based standards being more difficult to enforce ex post than more rules-based standards.

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James, Monte F. "Exempt Security Offerings Available in Texas." Texas Wesleyan Law Review 2, no. 1 (July 1995): 97–114. http://dx.doi.org/10.37419/twlr.v2.i1.3.

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Recently due to the robust economy, the United States, including Texas, saw a significant increase in the number of initial public offerings ("IPOs") in the securities markets. Nationally, $1.16 trillion worth of new debt and equity IPOs were brought to market in 1993. Yet, 1994 saw a decrease in new IPOs due mainly to rising interest rates. In 1994, there was only $709.8 billion worth of IPOs brought to market in the U.S. The purpose of this article is to give direction to the business practitioner who unintentionally becomes involved in federal or state securities regulations. In Texas, a common involvement arises when a lawyer assists with the formation of a new business venture. A frequent misconception is if the deal is small enough, or if only a limited number of investors are involved, then federal and state securities laws are not invoked. This article will address those securities not requiring the filing of a registration statement with the Securities and Exchange Commission ("SEC") or the State Securities Board of the State of Texas ("State Securities Board"). The Securities Act of 19333 and the Securities Exchange Act of 19344 were enacted "to eliminate serious abuses in a largely unregulated securities market."' To achieve this goal, Congress "painted with a broad brush" in defining which activities invoked federal securities laws.

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Birkett, Brenda S. "THE RECENT HISTORY OF CORPORATE AUDIT COMMITTEES." Accounting Historians Journal 13, no. 2 (September 1, 1986): 109–24. http://dx.doi.org/10.2308/0148-4184.13.2.109.

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This article explores factors in the financial, legal and social environments that have significantly influenced the development of corporate audit committees. Particular emphasis is given to the actions of the Securities and Exchange Commission and the American Institute of Certified Public Accountants.

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Bhana, N. "The recommendations of the De Kock Commission of Inquiry and its implications for foreign security investments by South African residents." South African Journal of Business Management 16, no. 4 (December 31, 1985): 204–8. http://dx.doi.org/10.4102/sajbm.v16i4.1097.

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South African investors have been precluded from investing in foreign securities by the Exchange Control Regulations of 1961. Furthermore, the monetary policy pursued by the authorities has resulted in an inefficient financial market. Investments on the capital market have not earned satisfactory real rates of return, and prices on the JSE appear to have been driven to artificial heights. The De Kock Commission of Inquiry has proposed several recommendations which will have far-reaching consequences for investors in South Africa. The proposal of market-related interest rates and the abolition of prescribed investments by institutional investors is likely to result in long-term securities earning substantially higher real rates of return. The relaxation of exchange control for both direct and portfolio investment is likely to stem the flow of funds into the JSE. Investment funds can be expected to flow between the JSE and the various foreign equity markets depending on the economic prospects in the different countries. The high foreign exchange cost and poor liquidity of the local exchange market has been an obstacle to investors in foreign securities. The creation of a larger and more efficient foreign exchange market is likely to facilitate international portfolio diversification in South Africa.

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S. Gittleman, Charles, Russell D. Sacks, and Jennifer D. Morton. "SEC approves amendment to FINRA IPO allocation rule 5131, easing compliance for fund investors." Journal of Investment Compliance 15, no. 1 (February 27, 2014): 52–57. http://dx.doi.org/10.1108/joic-01-2014-0002.

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Purpose – The purpose of the paper is to describe the recent amendments to FINRA's IPO Allocation Rule that were approved by the US Securities and Exchange Commission. Design/methodology/approach – The paper provides a description of the IPO Allocation Rule and its operation, followed by a description of the IPO Allocation Rule amendments recently amended. Findings – On November 27, 2013, the Securities and Exchange Commission approved a change to FINRA's IPO allocation rule 5131 (the “amendment”). The amendment allows a fund of funds or other collective investment account that is investing in an IPO to rely on a written representation from an unaffiliated private fund investor that does not look through to its beneficial owners, provided that such unaffiliated private fund is managed by an investment adviser, has assets greater than $50 million, and meets certain other indicia of independence that are described. Originality/value – The paper provides practical guidance from experienced regulatory lawyers regarding an amendment to an important rule governing IPO sales and allocation practices.

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Lopez, Jonathan A., Courtney J. Linn, Edward Eisert, and Lauren Muldoon. "Anti-money laundering program and suspicious activity report filing requirements for registered investment advisors: practicalities and implications of FinCEN’s proposed new rule." Journal of Investment Compliance 17, no. 2 (July 4, 2016): 54–60. http://dx.doi.org/10.1108/joic-04-2016-0016.

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Purpose To provide a summary and analysis of the Proposed Rulemaking published by the Financial Crimes Enforcement Network (FinCEN) on September 1, 2015, which proposes to subject investment advisers to certain requirements of the Bank Secrecy Act of 1970. Design/methodology/approach The article discusses the proposed expansion of Bank Secrecy Act regulations to include investment advisers, including the history behind the rulemaking, proposed definition of “investment adviser” under the Act, the comments received in response to the proposed rulemaking, and the potential implications of the rule, should it be finalized. Findings This article concludes that FinCEN, in cooperation with the Securities and Exchange Commission (SEC) and other agencies, is nearing completion of the proposed rule. Investment advisers that fall under the proposed definition of those subject to Bank Secrecy Act should prepare to implement anti-money laundering compliance programs. Originality/value This article contains valuable information about proposed regulations impacting investment advisers registered or required to be registered with the Securities and Exchange Commission.

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Balsam, Steven, and Wonsun Paek. "Insider Holding Requirements, Stock Options, and Stock Appreciation Rights." Journal of Accounting, Auditing & Finance 16, no. 3 (July 2001): 227–48. http://dx.doi.org/10.1177/0148558x0101600305.

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This study examines how a Securities and Exchange Commission rule change affected the design of executive compensation contracts. It shows that a change in insider holding requirements for employee stock options led to a widespread decrease in the use of stock appreciation rights. Further, we find firms that decrease their use of stock appreciation rights compensate employees by increasing their use of employee stock options. The Securities and Exchange Commission rule change provides a unique opportunity to examine the use of compensation methods as it caused firms to examine their policies and make an active decision to modify their practices. Cross-sectionally, we find the likelihood a firm decreases its use of stock appreciation rights positively associated with the magnitude of expense associated with stock appreciation rights, the firm's use of income-increasing accounting methods, leverage, and the ratio of market to book value of assets. We also find a significant interaction effect for the magnitude of expense when interacted with profitability.

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Eames, Michael J., Steven M. Glover, and Jane Jollineau Kennedy. "Stock Recommendations as a Source of Bias in Earnings Forecasts." Behavioral Research in Accounting 18, no. 1 (January 1, 2006): 37–51. http://dx.doi.org/10.2308/bria.2006.18.1.37.

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Recent scandals and controversies have focused substantial attention on the behavior of financial analysts. Responses such as the Sarbanes-Oxley Act, new regulations at securities exchanges, and massive legal settlements are consistent with the perception that analysts' research and stock recommendations exhibit significant self-serving bias. While anecdotal and legal evidence support the allegations that some analysts have intentionally mislead the investing public, recent archival research suggests unintentional cognitive processes also contribute to systematic bias in analysts' forecasts (Eames et al. 2002). However, studies based on stock-market data cannot distinguish between unintentional cognitive processes and intentional bias stemming from economic incentives (e.g., trade boosting). In a laboratory experiment we eliminate economic incentives and find that cognitive processes unintentionally lead to earnings forecast bias. Our results suggest that recent regulations and policy changes by Congress, the Securities and Exchange Commission, exchange markets, and brokerage firms will not totally eliminate bias in analysts' earnings forecasts.

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Journal articles on the topic 'Securities and Exchange Commission'

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