Stock markets in the United
States are regulated on a federal level, and on state level.
On a federal level, they are enforced by the
U.S. Securities and Exchange Commission (SEC). The U.S. Securities
and Exchange Commission, commonly referred to as the SEC, is the
United States governing body which has primary responsibility
for overseeing the regulation of the securities industry. It enforces,
among other acts, the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company
Act of 1940 and the Investment Advisors Act of 1940. It removed
regulatory authority from the Federal Trade Commission.
Blue-sky laws are regulations enforced
by state governments. These laws govern the sales of securities
in the geographic region, as well as the registration of stock
brokers and investment advisors. Each state of the United States
has a securities law division. The regulatory boards go by various
titles, for example, California has the Department of Corporations
and Texas has the State Securities Board.
The SEC has five Commissioners who are appointed
by the President of the United States with the advice and consent
of the United States Senate. Their terms last five years and are
staggered so that one Commissioner's term ends on June 5 of each
year. To ensure that the SEC remains non-partisan, no more than
three Commissioners may belong to the same political party. The
President also designates one of the Commissioners as Chairman,
the SEC's top executive.
President Franklin D. Roosevelt appointed Joseph
P. Kennedy, Sr, father of future President John F. Kennedy, to
serve as the first Chairman of the SEC. For a list of other appointees,
see: Securities and Exchange Commission appointees.
Before 1929, there were few regulations governing
trading in securities. In the 1920s there were many abuses
in the sale and trading of securities. State Blue Sky Laws were
easy to evade by making security sales across state lines. After
holding hearings on the abuses Congress passed The Securities
Act of 1933. It regulates the interstate sales of securities and
made it illegal to sell securities into a state without complying
with the state law. It requires companies which want to sell securities
publicly to file a registration statement with the U.S. Securities
and Exchange Commission. The registration statement provides a
lot of information about the company and is a matter of public
record. The SEC does not approve or disapprove the issue, but
lets the statement "become effective" if sufficient
required detail is provided, including risk factors. Then the
company can begin selling the stock issue, usually through investment
bankers.
The next year Congress passed the Securities Exchange
Act of 1934 which regulates the secondary market (general-public)
trading of securities. Initially it applied only to stock exchanges
and their listed companies (as the word "Exchange" in
the act's name implies). In the late 1930s it was amended to provide
regulation of the over-the-counter (OTC) market (i.e., trades
between individuals with no stock exchange involved). In 1964
it was amended to apply to companies traded in the OTC market.
In October 2000, the Securities and Exchange
Commission ratified Regulation Fair Disclosure, which required
publicly traded companies to disclose material information to
all investors at the same time. Reg FD helped level the playing
field for all investors by helping to reduce the problem of selective
disclosure. The U.S. Securities and Exchange Commission's (SEC's)
Regulation Fair Disclosure, also commonly referred to as Regulation
FD or Reg FD was an SEC ruling implemented in October 2000 ([1]).
It mandated that all publicly traded companies must disclose material
information to all investors at the same time.
The regulation sought to stamp out selective disclosure,
in which some investors (often large institutional investors)
received market moving information before others (often smaller,
individual investors).
Regulation FD changed fundamentally how
companies communicate with investors, by bringing better transparency
and more frequent and timely communications, perhaps more than
any other regulation in the history of the SEC.
Security is a type of transferrable interest
representing financial value. Traditionally, securities have
been categorized into debt and equity securities, and between
bearer and registered securities.
The uses that are made of securities have changed
over time, both for the issuer and for the holder. Though the
purpose of capital raising has sometimes been taken to be a defining
characteristic of securities, its uses have expanded greatly in
modern times.
They are often represented by a certificate. They
include shares of corporate stock or mutual funds, bonds issued
by corporations or governmental agencies, stock options or other
options, other derivatives, limited partnership units, and various
other formal "investment instruments." Banknotes, checks,
and some bills of exchange do not fall into this category. Transferable
interest in commodities like oil, food grains or metals can also
be referred to as securities. One can enter into contracts to
buy or sell various quantities of commodities in various commodity
exchanges. These become transferrable interest in the particular
commodity.