Securities Exchange Act of 1934

What is the Securities Exchange Act of 1934?

The Securities Exchange Act of 1934 is a federal law that governs the secondary trading of stocks, bonds and debt securities in the United States Financial markets. The Securities and Exchange Act of 1934 is regarded as a sweeping piece of legislation—the act and its related statutes formulate the foundation of regulation in the nation’s financial markets. Furthermore, the Securities and Exchange Act of 1934 formally created the Securities and Exchange Commission—the agency responsible for enforcing federal securities law in the United States.

Public companies in the United States raise billions of dollars by issuing various forms of securities in the primary market. The Securities Act of 1933, which regulates these original issues of security, is held separate from the Securities and Exchange Act of 1934, which regulates the secondary trading of securities in the secondary market—trading between individuals unrelated to the issuer (brokers or dealers).


The Securities and Exchange Commission:

The United States Securities and Exchange Commission is a federal agency that maintains primary responsibility for regulating the securities industry (as well as the nation’s stock and option exchanges) through a series of federal laws.
Established after the passing of the Securities Exchange Act of 1934, the Securities Exchange Commission was codified as an independent, quasi-judicial federal agency during the Great Depression. The Securities and Exchange Commission was established through legislation to regulate the stock market and impede corporate abuse relating to the offering of securities and the delivery of corporate reporting. As a result of the agency’s goal, the SEC was given the authority to license and regulate exchanges, the brokers and dealers who conducted trades and the companies whose securities were listed on them.

The enforcement powers given by the United States Congress, enables the Securities Exchange Commission to enforce the statutory requirements that all public companies submit reports (annual and quarterly) to the public and their shareholders. Additionally, these companies must also submit annual financial reports that outline the previous years’ operations and elucidate on how the company fared during this time period. These reports are crucial for investors to make prudent decisions when investing in the securities markets. The Securities and Exchange Commission makes these reports available for public viewing through the EDGAR system.

Through the passing of the Securities Exchange Act of 1934, Congress established the Securities and Exchange Commission. This commission, known as the SEC, possesses broad authority over all aspects of the securities markets. This authority includes the power to regulate, register and oversee all brokerage firms, clearing agencies, the nation’s securities self-regulatory organizations and transfer agents. Furthermore, various stock exchanges, such as the New York Stock Exchange must abide by the regulations imposed by the Securities and Exchange Commission. The Securities and Exchange Act of 1934 identifies and prohibits explicit types of conduct in the markets and provides the Securities and Exchange Commission with disciplinary authority over all regulated persons and entities associated.



Securities and Exchange Act of 1934 and Corporate Reporting Provisions:

The Securities and Exchange Act of 1934 mandates that all companies with more than 10 million dollars’ worth of assets whose securities are held by more than 500 owners to file periodic and annual reports.
The Securities and Exchange Act of 1934 governs the disclosure of materials that are used to solicit shareholders’ votes in annual meetings for the approval of corporate actions and the election of corporate directors. This information, which is contained in the company’s proxy materials, is to be filed with the Securities and Exchange Commission before any solicitation takes place—this time constraint must be adhered to in order to ensure compliance with other disclosure materials and rules. Solicitations, whether enacted by shareholder groups or managers of the company, must disclose all important information regarding the issues on which holders are asked to vote.

The Securities and Exchange Act of 1934 requires disclosure of information by any party seeking to acquire more than 5 percent of a respective company’s securities by tender offer or direct purchase. These offers typically extend as an effort to seize control of a corporation. Similar to proxy rules established by the federal government, this stipulation permits shareholders to make informed decisions on these crucial corporate events.


Securities Exchange Act and Insider Trading:

The Securities Exchange Act of 1934 institutes rules which prohibit insider trading. The securities laws prohibit, in a broad sense, fraudulent activities of any nature in connection with the purchase, offer or sale of securities. These regulations are the foundation for the act’s disciplinary actions, including all actions against insider trading.
The Securities Exchange Act of 1934 denotes insider trading as an illegal action in which an individual traders a security while in possession of nonpublic or confidential information concerning the respective corporation. This maneuver is deemed illegal because the individual in possession of the information is violating his or her duty to withhold said information or refrain from engaging in financial transactions with regard to the company.


Securities Exchange Act of 1934 and the Registration of Associations and Exchanges:

The Securities Exchange Act requires market participants to register with the Securities and Exchange Commission. Market participants include: brokers, dealers, transfer agents, exchanges and clearing agencies. Registration for these entities involves filing a series of disclosure documents that are to be updated on a regular basis.
The National Association of Securities Dealers and the exchanges are the self-regulatory entities; an SRO must establish rules that discipline members if improper conduct arises. Furthermore, these organizations must create measures to ensure that investors are properly protected and that the market where these transactions occur is practicing integrity. All rules proposed by a self-regulatory organization must be reviewed by the Securities and Exchange Commission to be deemed legitimate and active.


Exemptions for Reporting under the Securities and Exchange Act:

Section 13B of the 1934 Securities Exchange Act provides that with matters pertaining to national security of the United States, the Executive Branch has the authority to exempt certain companies from the critical legal obligations outlined in the act. These obligations include keeping and publishing books, records or financial statements and maintaining a system of accounting controls to ensure the preparation of financial statements in compliance with accepted accounting provisions.

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