[United States Government Manual]
[May 30, 1997]
[Pages 652-658]
[From the U.S. Government Publishing Office, www.gpo.gov]
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW., Washington, DC 20549
Phone, 202-942-4150
Chairman Arthur Levitt
Commissioners Steven M.H. Wallman,
Norman S.
Johnson, Isaac
C. Hunt, Jr.,
(vacancy)
Secretary Jonathan G. Katz
Executive Director James M. McConnell
Chief of Staff Jennifer Scardino
General Counsel Richard H. Walker
Director, Division of Corporation Finance Brian J. Lane
Director, Division of Enforcement William R. McLucas
Director, Division of Investment Management Barry P. Barbash
Director, Division of Market Regulation Richard R. Lindsey
Director, Office of Compliance Inspections and Lori A. Richards
Examinations
Chief Accountant Michael H. Sutton
Chief Administrative Law Judge Brenda P. Murray
Chief Economist Eric R. Sirri
Director, Office of International Affairs Marisa Lago
[[Page 653]]
Director, Office of Municipal Securities Paul S. Maco
Director, Office of Public Affairs, Policy (vacancy)
Evaluation, and Research
Director, Office of Legislative Affairs Kaye F. Williams
Inspector General Walter Stachnik
Director, Office of Equal Employment Opportunity Victor H. Tynes, Jr.
Director, Office of Investor Education and Nancy M. Smith
Assistance
Associate Executive Director, Office of Fernando L. Alegria,
Administrative and Personnel Management Jr.
Associate Executive Director, Office of the James Donahue
Comptroller
Associate Executive Director, Office of Filings Wilson A. Butler
and Information Services
Associate Executive Director, Office of Michael E. Bartell
Information Technology
[For the Securities and Exchange Commission statement of organization,
see the Code of Federal Regulations, Title 17, Part 200]
------------------------------------------------------------------------
The Securities and Exchange Commission administers Federal securities
laws that seek to provide protection for investors; to ensure that
securities markets are fair and honest; and, when necessary, to provide
the means to enforce securities laws through sanctions.
The Securities and Exchange Commission was created under authority of
the Securities Exchange Act of 1934 (15 U.S.C. 78a-78jj) and was
organized on July 2, 1934. The Commission serves as adviser to United
States district courts in connection with reorganization proceedings for
debtor corporations in which there is a substantial public interest. The
Commission also has certain responsibilities under section 15 of the
Bretton Woods Agreements Act of 1945 (22 U.S.C. 286k-1) and section
851(e) of the Internal Revenue Code of 1954 (26 U.S.C. 851(e)).
The Commission is vested with quasi-judicial functions. Persons
aggrieved by its decisions in the exercise of those functions have a
right of review by the United States courts of appeals.
Activities
Full and Fair Disclosure The Securities Act of 1933 (15 U.S.C. 77a)
requires issuers of securities and their controlling persons making
public offerings of securities in interstate commerce or through the
mails, directly or by others on their behalf, to file with the
Commission registration statements containing financial and other
pertinent data about the issuer and the securities being offered. It is
unlawful to sell such securities unless a registration statement is in
effect. There are limited exemptions, such as government securities,
nonpublic offerings, and intrastate offerings, as well as certain
offerings not exceeding $1.5 million. The effectiveness of a
registration statement may be refused or suspended after a public
hearing if the statement contains material misstatements or omissions,
thus barring sale of the securities until it is appropriately amended.
Registration of securities does not imply approval of the issue by
the Commission or that the Commission has found the registration
disclosures to be accurate. It does not insure investors against loss in
their purchase, but serves rather to provide information upon which
investors may make an informed and realistic evaluation of the worth of
the securities.
Persons responsible for filing false information with the Commission
subject themselves to the risk of fine or imprisonment or both.
Similarly, persons
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connected with the public offering may be liable for damages to
purchasers of the securities if the disclosures in the registration
statement and prospectus are materially defective. Also, the above act
contains antifraud provisions that apply generally to the sale of
securities, whether or not registered (15 U.S.C. 77a et seq.).
Regulation of Securities Markets The Securities Exchange Act of 1934
assigns to the Commission broad regulatory responsibilities over the
securities markets, the self-regulatory organizations within the
securities industry, and persons conducting a business in securities.
Persons who execute transactions in securities generally are required to
register with the Commission as broker-dealers. Securities exchanges and
certain clearing agencies are required to register with the Commission,
and associations of brokers or dealers are permitted to register with
the Commission. The act also provides for the establishment of the
Municipal Securities Rulemaking Board to formulate rules for the
municipal securities industry.
The Commission oversees the self-regulatory activities of the
national securities exchanges and associations, registered clearing
agencies, and the Municipal Securities Rulemaking Board. In addition,
the Commission regulates industry professionals, such as securities
brokers and dealers, certain municipal securities professionals,
government securities brokers and dealers, and transfer agents.
The act authorizes national securities exchanges, national
securities associations, clearing agencies, and the Municipal Securities
Rulemaking Board to adopt rules that are designed, among other things,
to promote just and equitable principles of trade and to protect
investors. The Commission is required to approve or disapprove most
proposed rules of these self-regulatory organizations and has the power
to abrogate or amend existing rules of the national securities
exchanges, national securities associations, and the Municipal
Securities Rulemaking Board.
In addition, the Commission has broad rulemaking authority over the
activities of brokers, dealers, municipal securities dealers, securities
information processors, and transfer agents. The Commission may regulate
such securities trading practices as short sales and stabilizing
transactions. It may regulate the trading of options on national
securities exchanges and the activities of members of exchanges who
trade on the trading floors. The Commission may adopt rules governing
broker-dealer sales practices in dealing with investors. The Commission
also is authorized to adopt rules concerning the financial
responsibility of brokers and dealers and reports made by them.
The act also requires the filing of registration statements and
annual and other reports with national securities exchanges and the
Commission by companies whose securities are listed upon the exchanges,
and by companies that have assets of $5 million or more and 500 or more
shareholders of record. In addition, companies that distributed
securities pursuant to a registration statement declared effective by
the Commission under the Securities Act of 1933 must also file annual
and other reports with the Commission. Such applications and reports
must contain financial and other data prescribed by the Commission as
necessary or appropriate for the protection of investors and to ensure
fair dealing. In addition, the solicitation of proxies, authorizations,
or consents from holders of such registered securities must be made in
accordance with rules and regulations prescribed by the Commission.
These rules provide for disclosures to securities holders of information
relevant to the subject matter of the solicitation.
Disclosure of the holdings and transactions by officers, directors,
and large (10-percent) holders of equity securities of companies also is
required, and any and all persons who acquire more than 5 percent of
certain equity securities are required to file detailed information with
the Commission and any exchange upon which such securities may be
traded. Moreover, any
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person making a tender offer for certain classes of equity securities is
required to file reports with the Commission if, as a result of the
tender offer, such person would own more than 5 percent of the
outstanding shares of the particular class of equity security involved.
The Commission also is authorized to promulgate rules governing the
repurchase by a corporate issuer of its own securities.
Regulation of Mutual Funds and Other Investment Companies The
Investment Company Act of 1940 (15 U.S.C. 80a-1--80a-64) requires
investment companies to register with the Commission and regulates their
activities to protect investors. The regulation covers sales load,
management contracts, composition of boards of directors, and capital
structure.
The act prohibits investment companies from engaging in various
transactions, including transactions with affiliated persons, unless the
Commission first determines that such transactions are fair. In
addition, the act provides a somewhat parallel but less stringent
regulation of business development companies.
Under the act, the Commission may institute court action to enjoin
the consummation of mergers and other plans of reorganization of
investment companies if such plans are unfair to securities holders. It
also may impose sanctions by administrative proceedings against
investment company management for violations of the act and other
Federal securities laws and file court actions to enjoin acts and
practices of management officials involving breaches of fiduciary duty
and personal misconduct and to disqualify such officials from office.
Regulation of Companies Controlling Utilities The Public Utility
Holding Company Act of 1935 (15 U.S.C. 79a--79z-6) provides for
regulation by the Commission of the purchase and sale of securities and
assets by companies in electric and gas utility holding company systems,
their intrasystem transactions and service, and management arrangements.
It limits holding companies to a single coordinated utility system and
requires simplification of complex corporate and capital structures and
elimination of unfair distribution of voting power among holders of
system securities.
The issuance and sale of securities by holding companies and their
subsidiaries, unless exempt (subject to conditions and terms that the
Commission is empowered to impose) as an issue expressly authorized by
the State commission in the State in which the issuer is incorporated,
must be found by the Commission to meet certain statutory standards.
The purchase and sale of utility properties and other assets may not
be made in contravention of rules, regulations, or orders of the
Commission regarding the consideration to be received, maintenance of
competitive conditions, fees and commissions, accounts, disclosure of
interest, and similar matters. In passing upon proposals for
reorganization, merger, or consolidation, the Commission must be
satisfied that the objectives of the act generally are complied with and
that the terms of the proposal are fair and equitable to all classes of
securities holders affected.
Regulation of Investment Advisers The Investment Advisers Act of 1940
(15 U.S.C. 80b-1--80b-21) provides that persons who, for compensation,
engage in the business of advising others with respect to securities
must register with the Commission. The act prohibits certain fee
arrangements, makes fraudulent or deceptive practices on the part of
investment advisers unlawful, and requires, among other things,
disclosure of any adverse personal interests the advisers may have in
transactions that they effect for clients. The act authorizes the
Commission, by rule, to define fraudulent and deceptive practices and
prescribe means to prevent those practices.
Rehabilitation of Failing Corporations Chapter 11, section 1109(a), of
the Bankruptcy Code (11 U.S.C. 1109) provides for Commission
participation as a statutory party in corporate reorganization
proceedings administered in Federal courts. The principal functions
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of the Commission are to protect the interests of public investors
involved in such cases through efforts to ensure their adequate
representation, and to participate in legal and policy issues that are
of concern to public investors generally.
Representation of Debt Securities Holders The interests of purchasers
of publicly offered debt securities issued pursuant to trust indentures
are safeguarded under the provisions of the Trust Indenture Act of 1939
(15 U.S.C. 77aaa-77bbbb). This act, among other things, requires the
exclusion from such indentures of certain types of exculpatory clauses
and the inclusion of certain protective provisions. The independence of
the indenture trustee, who is a representative of the debt holder, is
assured by proscribing certain relationships that might conflict with
the proper exercise of his duties.
Enforcement Activities The Commission's enforcement activities are
designed to secure compliance with the Federal securities laws
administered by the Commission and the rules and regulations adopted
thereunder. These activities include measures to:
--compel obedience to the disclosure requirements of the
registration and other provisions of the acts;
--prevent fraud and deception in the purchase and sale of
securities;
--obtain court orders enjoining acts and practices that operate as a
fraud upon investors or otherwise violate the laws;
--suspend or revoke the registrations of brokers, dealers,
investment companies, and investment advisers who willfully engage in
such acts and practices;
--suspend or bar from association persons associated with brokers,
dealers, investment companies, and investment advisers who have violated
any provision of the Federal securities laws; and
--prosecute persons who have engaged in fraudulent activities or
other willful violations of those laws.
In addition, attorneys, accountants, and other professionals who
violate the securities laws face possible loss of their privilege to
practice before the Commission.
To this end, private investigations are conducted into complaints or
other indications of securities violations. Evidence thus established of
law violations is used in appropriate administrative proceedings to
revoke registration or in actions instituted in Federal courts to
restrain or enjoin such activities. Where the evidence tends to
establish criminal fraud or other willful violation of the securities
laws, the facts are referred to the Attorney General for criminal
prosecution of the offenders. The Commission may assist in such
prosecutions.
Regional/District Offices--Securities and Exchange Commission
(R: Regional Director; D: District Administrator)
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Region/District Address Officer Telephone
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Northeast
New York, NY.................. Suite 1300, 7 World Trade Carmen J. Lawrence (R) 202-748-8000
Ctr., 10048
Boston, MA.................... Suite 600, 73 Tremont St., Juan Marcel Marcelino (D) 617-424-5900
02108-3912
Philadelphia, PA.............. Suite 1005 E., 601 Walnut St., Ronald C. Long (D) 215-597-3100
19106-3322
Southeast
Miami, FL..................... Suite 200, 1401 Brickell Ave., Charles V. Senatore (R) 305-536-4700
33131
Atlanta, GA................... Suite 1000, 3475 Lenox Rd. Richard P. Wessel (D) 404-842-7600
NE., 30326-1232
Midwest
Chicago, IL................... Suite 1400, 500 W. Madison Mary Keefe (R) 312-353-7390
St., 60661-2511
Central
Denver, CO.................... Suite 4800, 1801 California Daniel F. Shea (R) 303-844-1000
St., 80202-2648
Fort Worth, TX................ Suite 1900, 801 Cherry St., Harold F. Degenhardt (D) 817-978-3821
76102
Salt Lake City, UT............ Suite 500, 50 S. Main St., Kenneth D. Israel, Jr. (D) 801-524-5796
84144-0402
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Pacific
Los Angeles, CA............... Suite 1100, 5670 Wilshire Elaine M. Cacheris (R) 213-965-3998
Blvd., 90036-3648
San Francisco, CA............. Suite 1100, 44 Montgomery St., David B. Bayless (D) 415-705-2500
94104
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Sources of Information
Inquiries regarding the following matters should be directed to the
appropriate office, Securities and Exchange Commission, 450 Fifth Street
NW., Washington, DC 20549.
Consumer Activities Publications detailing the Commission's activities,
which include material of assistance to the potential investor, are
available from the Publications Unit. In addition, the Office of
Investor Education and Assistance answers questions from investors,
assists investors with specific problems regarding their relations with
broker-dealers and companies, and advises the Commission and other
offices and divisions regarding problems frequently encountered by
investors and possible regulatory solutions to such problems. Phone,
202-942-7040. Toll-free consumer information line, 1-800-SEC-0330. Fax,
202-942-9634.
Contracts Contact the Office of Administrative and Personnel
Management. Phone, 202-942-4000.
Electronic Access Information on the Commission is available through
the Internet, at http://www.sec.gov/.
Employment With the exception of the attorney category, positions are
in the competitive civil service and are filled generally by selection
from lists of eligibles established as a result of appropriate civil
service examinations. The Commission operates a college and law school
recruitment program, including on-campus visitations for interview
purposes. Inquiries should be directed to the Office of Administrative
and Personnel Management. Phone, 202-942-4000. Fax, 202-914-0592.
Investor Information and Protection Complaints and inquiries may be
directed to headquarters or to any regional or district office.
Registration statements and other public documents filed with the
Commission are available for public inspection in the public reference
room at the home office. Much of the information also is available at
the Northeast and Midwest regional offices. Copies of the public
material may be purchased from the Commission's contract copying service
at prescribed rates.
Publications Official Summary--A monthly summary of securities
transactions and holding of officers, directors, and principal
stockholders ($30 per issue) is available through the Superintendent of
Documents, Government Printing Office, Washington, DC 20402. Phone, 202-
512-1800.
Reading Rooms The Commission maintains a public reference room and also
a library (phone, 202-942-7090; fax, 202-942-9629), where additional
information may be obtained.
Small Business Activities Information on securities laws that pertain
to small businesses in relation to securities offerings may be obtained
from the Commission. Phone, 202-942-2950.
For further information, contact the Office of Public Affairs,
Securities and Exchange Commission, 450 Fifth Street NW., Washington, DC
20549. Phone, 202-942-0020. Fax, 202-942-9654. Internet, http://
www.sec.gov/.