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The United States Government Manual
Securities and Exchange Commission
100 F Street NE., Washington, DC 20549
202-551-7500
http://www.sec.gov
| CHAIR | Gary Gensler |
| Caroline A. Crenshaw | |
| Allison H. Lee | |
| Hester M. Peirce | |
| (vacancy) |
DIVISIONS
| DIRECTORS | |
| Corporation Finance | Renee Jones |
| Economic and Risk Analysis | Jessica Wachter * |
| Enforcement | Gurbir Grewal |
| Examinations | Richard R. Best |
| Investment Management | William A. Birdthistle |
| Trading and Markets | Haoxiang Zhu |
OFFICES
| CHIEFS | |
| Accountant | Paul Munter, Acting |
| Administrative Law Judge | James E. Grimes |
| Operating Officer | Kenneth A. Johnson |
| COUNSEL | |
| Ethics | Danae Serrano |
| General | Daniel M. Berkovitz |
| DIRECTORS | |
| Credit Ratings | Lori H. Price, Acting |
| Equal Employment Opportunity | Rita Sampson |
| International Affairs | YJ Fischer |
| Investor Advocacy | Richard A. Fleming * |
| Investor Education and Advocacy | Lori J. Schock |
| Legislative and Intergovernmental Affairs | Kevin Burris |
| Minority and Women Inclusion | Pamela A. Gibbs |
| Municipal Securities | Dave A. Sanchez |
| Public Affairs | Scott Schneider |
| Small Business Capital Formation Advocacy | Sebastian Gomez Abero, Acting * |
| Secretary | Vanessa Countryman |
Independent Office
| Inspector General | Rebecca Sharek, Acting |
Operational Offices
| CHIEF OPERATIONAL OFFICER | Kenneth A. Johnson |
| CHIEF OFFICERS | |
| Financial | Caryn E. Kauffman |
| Human Capital | James McNamara |
| Information | David Bottom |
| DIRECTORS | |
| Acquisitions | Vance Cathell |
| EDGAR Business | Jeffrey Hickman |
| Human Resources | James McNamara |
| Strategic Hub for innovation and Financial Technology | Valerie A. Szczepanik |
| Support Operations | Olivier A. Girod |
Regional Offices
| DIRECTORS | |
| Atlanta | Nekia H. Jones |
| Boston | Paul Levenson |
| Chicago | Daniel R. Gregus |
| Denver | Kurt L. Gottschall |
| Fort Worth | David L. Peavler |
| Los Angeles | Michele W. Layne |
| Miami | Eric I. Bustillo |
| New York | Lara S. Mehraban, Acting |
| Philadelphia | Joy G. Thompson, Acting * |
| Scott A. Thompson, Acting * | |
| Salt Lake | Tanya G. Beard, Acting |
| San Francisco | Monique C. Winkler, Acting |
The Securities and Exchange Commission protects investors, facilitates capital formation, and maintains efficient, fair, and orderly markets.
ESTABLISHMENT AND ORGANIZATION
On June 6, 1934, President Franklin D. Roosevelt approved Public Law 73–291, which is also cited as the Securities Exchange Act of 1934 (48 Stat. 881). It sought "to provide for the regulation of securities exchanges and of over-the-counter markets operating in interstate and foreign commerce and through the mails, to prevent inequitable and unfair practices on such exchanges and markets, and for other purposes" (p. xviii). To help regulate exchanges and markets and to make them more equitable and fair, the new law "established a Securities and Exchange Commission" (48 Stat. 885). The establishment of the Securities and Exchange Commission (SEC) belongs to a part of the law that became effective on July 1, 1934 (48 Stat. 905).
https://tile.loc.gov/storage-services/service/ll/llsl//llsl-c73/llsl-c73.pdfBy the advice and with the consent of the Senate, the President appoints five Commissioners to serve on the Commission. Not more than three Commissioners may be members of the same political party (48 Stat. 885).
The SEC's statement of organization has been assigned to Subpart A of Part 200 in Title 17 of the Code of Federal Regulations (17 CFR 200).
https://www.ecfr.gov/current/title-17/chapter-II/part-200/subpart-A?toc=1The SEC posts an organization chart in Portable Document Format (PDF) for viewing and downloading.
https://www.sec.gov/about/secorg.pdfSTATUTORY AND REGULATORY AUTHORITIES
The SEC website Investor.gov has a web page that is dedicated to "The Laws That Govern the Securities Industry."
https://www.investor.gov/introduction-investing/investing-basics/role-sec/laws-govern-securities-industryWhen an issuer of a security and its controlling persons make a public offering of a security in interstate commerce or via mail, the Securities Act of 1933 (PL 73–22) (48 Stat. 74) requires them to file a registration statement with the SEC. A registration statement contains information on the issuer and on the security that is being offered. (Limited exemptions to this requirement include Government securities, intrastate offerings, nonpublic offerings, and certain offerings that do not exceed $1.5 million.) A registration statement containing material misstatements or omissions may have its effectiveness refused or suspended. A refusal or suspension of effectiveness bars the sale of a security. Once the registration statement has been appropriately amended, the security may be sold.
https://tile.loc.gov/storage-services/service/ll/llsl//llsl-c73/llsl-c73.pdfStatutory material on the subject of securities exchanges has been codified and assigned to Chapter 2B of Title 15 of the United States Code (15 U.S.C.). Title 15 is dedicated to the subjects of commerce and trade. Material from the Securities and Exchange Act of 1934 has been assigned to Chapter 2B.
https://uscode.house.gov/view.xhtml?path=/prelim@title15/chapter2B&edition=prelimStatutory material on the subject of protection for securities investors has been codified and assigned to Chapter 2B–1 of Title 15 of 15 U.S.C.
https://uscode.house.gov/view.xhtml?path=/prelim@title15/1&edition=prelimRules and regulations that deal with commodity and securities exchanges are codified and have been assigned to Title 17 of the Code of Federal Regulations (17 CFR).
https://www.ecfr.gov/current/title-17The Bretton Woods Agreements Act of 1945 (PL 79–171) (59 Stat. 512) provided for the participation of the United States in the International Monetary Fund and the International Bank for Reconstruction and Development. Four years later, a subsequent act amended The Bretton Woods Agreements Act by adding section 15.
https://tile.loc.gov/storage-services/service/ll/llsl//llsl-c79s1/llsl-c79s1.pdfThe Act (PL 81–142) (63 Stat. 298) to amend the Bretton Woods Agreements Act gave additional responsibilities to the SEC. The new section dealt with securities (i.e., exempted securities) that the International Bank for Reconstruction and Development (IBRD) either issued or guaranteed. The Act assigned to the SEC the role of determining the appropriateness of certain securities for requiring that the IBRD file annual and other reports on them.
https://tile.loc.gov/storage-services/service/ll/llsl//llsl-c81s1/llsl-c81s1.pdfThe content of section 15 was codified and assigned to its own section of Title 22 of the United States Code (22 U.S.C. 286k-1).
https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title22-section286k-1&num=0&edition=prelimThe Internal Revenue Code of 1954 (PL 83–591) (68A Stat. 3) gave additional responsibilities to the SEC. These responsibilities dealt with investment companies, development corporations, and capital that these companies furnish to these corporations (68A Stat. 270). The relevant section and paragraph are 851(e) of "Subchapter M—Regulated Investment Companies."
https://www.govinfo.gov/content/pkg/STATUTE-68/pdf/STATUTE-68A-Pg3.pdfThe content of section 851 was codified and assigned to an identical section of Title 26 of the United States Code (26 U.S.C. 851(e)).
https://uscode.house.gov/view.xhtml?path=/prelim@title26/subtitleA/chapter1/subchapterM&edition=prelimACTIVITIES
The SEC activities affect the Nation's economy, capital markets, and the lives of average Americans. For more than 85 years, since its founding at the height of the Great Depression, the SEC has been facilitating capital formation, protecting large and small investors, and maintaining markets that are efficient, fair, and orderly.
https://www.sec.gov/about/what-we-doENFORCING FEDERAL SECURITIES LAWS
The enforcement staff conducts investigations into possible violations of the Federal securities laws and litigates the SEC's civil enforcement proceedings in the Federal courts and in administrative proceedings.
https://www.sec.gov/enforce/Article/enforce-about.htmlIn civil suits, the SEC seeks injunctions (i.e., orders that prohibit future violations). A person who violates an injunction is subject to fines or imprisonment for contempt. The Commission can also seek civil money penalties and the disgorgement of illegal profits. In certain circumstances, it may seek a court order barring or suspending an individual from acting as a corporate officer or director. Releases that describe litigation in Federal district court are posted on the SEC website.
The SEC can bring a variety of administrative proceedings, which are heard by hearing officers and Commissioners. A proceeding for a cease and desist order may be instituted against any person who violates the Federal securities laws. With respect to regulated persons—brokers, dealers, and investment advisers, as well as to their employees—the Commission may institute administrative proceedings to revoke or suspend registration or to impose bars or suspensions from employment. In both cease-and-desist proceedings and administrative proceedings against regulated persons, the Commission is authorized to order the payment of civil penalties and disgorgement of ill-gotten gains. Certain associational, conduct-related, and industry bars may also be available. Releases related to recently-instituted or settled cease-and-desist proceedings and administrative proceedings are posted on the SEC website. Initial decisions that are issued by hearing officers in contested cases and Commission opinions on appeal from enforcement actions and disciplinary proceedings by self-regulatory organizations (e.g., the Financial Industry Regulatory Authority or the New York Stock Exchange) are also posted on the website.
https://www.sec.gov/#section-6FACILITATING CAPITAL FORMATION
The SEC regulatory regime provides companies and entrepreneurs with ways to access America's capital markets. That access helps them create jobs, develop life-changing innovations and technology, and provide financial opportunities for investors. Even more critical for small businesses, access to capital enables them to grow and scale up their operations and services.
https://www.sec.gov/about/what-we-do#section2INFORMING AND PROTECTING INVESTORS
American households own trillions of dollars worth of equities, either directly or indirectly, through mutual funds, retirement accounts, and other investments. The Federal securities laws that the SEC oversees are based on a simple and straightforward idea: every investor should be treated fairly and have access to certain facts regarding his or her investments and those who sell investments.
The SEC requires public companies, fund and asset managers, investment professionals, and other market participants to disclose significant financial and other information on a regular basis. These requirements empower investors to make informed investment decisions because they have access to accurate, complete, and timely information.
The SEC protects investors by enforcing the Federal securities laws. Effective enforcement holds wrongdoers accountable and deters future misconduct. The Office of Investor Education and Advocacy also provides investors with educational materials and other resources and tools.
https://www.sec.gov/about/what-we-do#section1MAINTAINING AND REGULATING MARKETS
U.S. capital markets are deep, dynamic, and highly liquid. They also have evolved to become increasingly fast and extraordinarily complex.
In the face of market developments and trends, the SEC must be responsive and innovative. Technological advancements and commercial developments have changed the operations of securities markets. To remain an effective regulator, the SEC continuously monitors the market environment and, when appropriate, adjusts and modernizes its activities, expertise, oversight tools, regulations, and rules.
https://www.sec.gov/about/what-we-do#section3Sources of Information
Archived Records
The "Guide to Federal Records in the National Archives of the United States" indicates that SEC records have been assigned to record group 266.
https://www.archives.gov/research/guide-fed-records/groups/266.htmlBackground Search Tools
Check the professional background of an investment professional or someone who is selling an investment before entrusting him or her with hard-earned money. The SEC website has search tools that make conducting a background check a simple task.
https://www.sec.gov/check-your-investment-professionalBusiness Opportunities
The Office of Acquisitions' web page features links to help those who seek business opportunities with the SEC. Phone, 202-551-2200.
https://www.sec.gov/page/oacqsectionlandingCareer Opportunities
The SEC relies on accountants, attorneys, economists, examiners, industry specialists, information technology specialists, and other professionals to carry out its mission. Applicants must apply for a specific vacancy and complete a process of competitive selection. This process does not apply, however, to attorney vacancies. The Commission runs a college and law school recruitment program that relies on campus visits and student interviews.
http://www.sec.gov/careersIn 2020, the SEC ranked 4th among 25 midsize Government agencies in the Partnership for Public Service's Best Places To Work Agency Rankings.
https://bestplacestowork.org/rankings/detail/?c=SE00Climate
On March 21, 2022, the SEC proposed rule changes requiring registrants to include certain climate-related disclosures in their registration statements and periodic reports, including information about climate-related risks and certain climate-related financial statement metrics in a note, as part of their audited financial statements. The required information about climate-related risks also would include disclosure of a registrant's greenhouse gas emissions. Commenting on the proposal, SEC Chair Gary Gensler said, "If adopted, [the rule] would provide investors with consistent, comparable, and decision-useful information for making their investment decisions, and it would provide consistent and clear reporting obligations for issuers . . . . Our core bargain from the 1930s is that investors get to decide which risks to take, as long as public companies provide full and fair disclosure and are truthful in those disclosures. Today, investors representing literally tens of trillions of dollars support climate-related disclosures because they recognize that climate risks can pose significant financial risks to companies, and investors need reliable information about climate risks to make informed investment decisions."
https://www.sec.gov/news/press-release/2022-46Proposed rule (87 FR 21334) on the enhancement and standardization of climate-related disclosures:
https://www.govinfo.gov/content/pkg/FR-2022-04-11/pdf/2022-06342.pdfContact Information
The SEC posts email addresses and phone numbers on its "Contact Information" web page.
https://www.sec.gov/contact-information/sec-directoryRegional offices can provide investors with information and assist them with complaints. Each regional office posts contact information on its web page.
https://www.sec.gov/page/sec-regional-officesThe Office of Investor Education and Advocacy (OIEA) provides services and has tools for answering investors' questions and solving their problems. Office staff can help investors become more informed and avoid fraud. Phone, 800-732-0330.
https://www.investor.gov/contact-us | Email: Help@sec.govMembers of the news media may contact the Office of Public Affairs by email or phone for press inquiries. Phone, 202–551–4120.
Email: news@sec.govData
The "SEC Data Resources" web page has a comprehensive list that brings together links to various SEC data resources.
https://www.sec.gov/sec-data-resourcesElectronic Data Gathering, Analysis, and Retrieval (EDGAR)
Domestic and foreign companies are required to file reports, statements, and other forms. This information is free to access and free to download.
https://www.sec.gov/edgar.shtmlEnforcement / Litigation
The SEC posts information on enforcement actions, opinions issued by the SEC, briefs filed by SEC staff, trading suspensions, and specific cases of notices concerning the creation of investors' claims funds.
https://www.sec.gov/page/litigationEvents
A schedule of upcoming SEC meetings, public appearances by SEC officials, and public hearings is available online.
https://www.sec.gov/news/upcoming-eventsExternal Resources
The "Related Sites" web page has a convenient list of hyperlinked websites that online visitors may find helpful.
https://www.sec.gov/linksThe website Investor.gov has a "Useful Websites" page. It gives investors easy access to a list of hyperlinked websites that belong to consumer groups, Federal agencies, self-regulatory organizations, and State regulators.
https://www.investor.gov/introduction-investing/general-resources/useful-websitesFast Answers
The SEC maintains a list of the terms for which SEC website visitors search most frequently.
https://www.sec.gov/fast-answersFederal Register
Significant documents and documents that the SEC recently published in the Federal Register are accessible online.
https://www.federalregister.gov/agencies/securities-and-exchange-commissionFinancial Planning Tools
The website Invetor.gov has a "Free Financial Planning Tools" web page that has links to online analyzers, calculators, and estimators.
https://www.investor.gov/free-financial-planning-toolsFreedom of Information Act (FOIA)
The Office of Freedom of Information Act Services makes SEC records available to the public to the greatest extent possible under the FOIA. The Office receives thousands of requests per year for Commission documents and records. For more information, contact the FOIA public service center. Phone, 202-551-7900. Fax, 202-772-9337.
https://www.sec.gov/page/office-foia-services | Email: foiapa@sec.govRecords such as no-action and interpretive letters, public comments on proposed rules, registration statements and reports filed, SEC decisions and releases, and staff manuals, can be read and printed for free by using the SEC online search feature. An electronic request form is available for obtaining nonpublic records such as consumer complaints, records compiled in investigations, and staff comment letters. The SEC releases nonpublic records, except when they are shielded from disclosure by a FOIA exemption. An electronic request form also may be used for obtaining older records that the SEC has not posted on its website. These records usually are dated before 1996.
https://www.sec.gov/page/foia-libraryGlossary
The website Investor.gov has an online glossary.
https://www.investor.gov/introduction-investing/investing-basics/glossaryHarmed Investors
The "Information for Harmed Investors" web page contains information on relevant SEC enforcement actions.
https://www.sec.gov/enforce/information-for-harmed-investorsIn the Spotlight
The "SEC Spotlight" web page highlights topics of current interest at the SEC.
https://www.sec.gov/spotlightNewsroom
The SEC posts press releases, public statements, speeches, testimonies, and webcasts on its website. A subscription form is available online to receive news alerts via email.
https://www.sec.gov/page/news | Email: news@sec.govOpen Government
The SEC supports the Open Government initiative by promoting the principles of collaboration, participation, and transparency.
https://www.sec.gov/open | Email: opengov@sec.govPerformance / Budgets / Planning
The SEC posts annual performance and financial reports, budget reports, and strategic plans on its website.
https://www.sec.gov/about/offices/ofm/ofm-documents.htmPlain Language
Like other Federal agencies, the SEC must compose documents in plain writing. According to the Plain Writing Act of 2010, writing should be "clear, concise, well-organized" and follow "other best practices appropriate to the subject or field or audience." SEC writers and editors want to know if agency documents and web pages are difficult to understand. Contact them by email to leave a comment or make a suggestion.
https://www.sec.gov/plainwriting.shtml | Email: PlainWriting@sec.govReports / Publications
The SEC posts periodic SEC reports and publications on its website.
https://www.sec.gov/reportsThe website Investor.gov has a "Publications" web page.
https://www.investor.gov/additional-resources/general-resources/publications-research/publicationsSite Map
The website map allows visitors to look for specific topics or to browse content that aligns with their interests.
https://www.sec.gov/sitemap.shtmlSmall Business Capital Formation
A small business can raise capital by selling securities. Under the Federal securities laws, every offer and sale of securities must either be registered with the SEC or conducted under an exemption from registration.
https://www.sec.gov/smallbusinessSocial Media
The SEC uses social media to communicate with the general public. It maintains a presence on LinkedIn, posts videos on its YouTube channel, tweets announcements and other newsworthy items on its Twitter accounts, and has Facebook pages.
https://www.sec.gov/opa/socialmediaTips / Complaints / Questions
Members of the public can inform the SEC of possible violations of U.S. securities laws by completing the online questionnaire.
https://www.sec.gov/complaint/select.shtmlUnderstanding Fees
Fees and costs are associated with investment products and services. A fee may be small; however, it can affect an investment portfolio's performance and returns over time. To learn more about fees, visit the website Investor.gov.
https://www.investor.gov/introduction-investing/getting-started/understanding-feesVeterans
The website Investor.gov has investing tips for veterans and advice on how they can recognize investment fraud.
https://www.investor.gov/additional-resources/information/veteransViolations / Investigations
The "How Investigations Work" web page lists common violations that can lead to an SEC investigation. It also explains the difference between an administrative action and civil action.
https://www.sec.gov/enforce/how-investigations-work.htmlVotes
The final votes of SEC Commissioners on decisions, orders, rules, and the votes authorizing district court proceedings and other actions are posted online.
https://www.sec.gov/about/commission-votes.shtml