Reports of Officers, Directors, and Principal Stockholders.- Volume of Reports.-- Decline in Reports Needing Amendment.. Extent of Compliance with Reporting Requirements.. Solicitation of Proxies, Consents, and Authorizations under the Securities Confidential Treatment of Applications, Reports, or Documents--- Study of Investment Trusts and Investment Companies- Margin Regulations___. Detection of Manipulative and Deceptive Practices__ Market Surveillance. Trading Investigations___. Disposition of Trading Cases.. Miscellaneous... Special Studies and the Preparation of Rules... Short Selling.. Trading by Officers, Directors, and Principal Stockholders.. Financial Safeguards-Richard Whitney & Company .. Miscellaneous Exchange Studies and Rules__ Admission to Practice as Attorney or Agent Before the Commission.. Publications... Information Releases___ Registration Record, Securities Act of 1933.. Other Publications... Personnel.... Fiscal Affairs.. APPENDIXES APPENDIX I. Rules of Practice... APPENDIX II. Guides to Forms APPENDIX III. Securities Act Registration Statements as to which stop orders, consent refusal orders, and withdrawal orders were issued July 1, 1937, to June 30, 1938. 99 113 APPENDIX IV. List of Publications as of December 9, 1938.. 136 141 Table 1. Effective registrations of new securities-totals, from 143 Table 2. Effective registrations of new securities, by types of securi- 144 145 147 APPENDIX V. Statistical tables-Continued. Table 5, part 1. Effective registrations of new securities-proposed Table 8. Effective registrations of reorganization and exchange Table 9. Effective registrations of reorganization and exchange Table 10, part 1. Transactions in all stocks for account of members, Page 148 149 150 158 160 161 162 Table 10, part 2. Transactions in all stocks for account of members, 164 Table 11, part 1. Value and volume of sales on registered exchanges. 166 Table 11, part 2. Total market value of all sales, monthly, from July 167 Table 11, part 3. Market value of stock sales, monthly, from July 168 Table 11, part 4. Market value of bond sales, monthly, from July 169 Table 11, part 5. Volume of stock sales, monthly, from July 1937 to 170 Table 11, part 6. Principal amount of bond sales, monthly, from 171 APPENDIX VI. Litigation Involving Statutes Administered by the Commission.... 172 Table I. Injunctive proceedings brought by Commission under 172 178 Table III. Petitions for review of orders of Commission under Securities Act of 1933 pending in circuit courts of appeals during fiscal year ended June 30, 1938... Table IV. Petitions for review of orders of Commission under Securities Exchange Act of 1934 (other than confidential treatment cases) pending in circuit courts of appeals during the fiscal year ended June 30, 1938- Table V. Petitions for review of orders denying confidential treatment under Section 24 (b) of the Securities Exchange Act of 1934 which were pending in circuit courts of appeals during the fiscal year ended June 30, 1938.... 188 188 189 APPENDIX VI. Litigation Involving Statutes Administered by the Com- mission-Continued. Table VI. Cases involving constitutionality of Public Utility Table VII. Proceedings by Commission, pending during the fiscal year ended June 30, 1938, to enforce subpenas under Section 22 (b) Table VIII. Suits pending during the fiscal year ended June 30, 1938, to enjoin enforcement of or compliance with subpenas issued by Table IX. Miscellaneous suits against Commission or Commissioners pending during fiscal year ended June 30, 1938.. Table X. Contempt proceedings pending during the fiscal year Table XI. Suits against Commission to enjoin enforcement of Securities Act and/or Securities Exchange Act with the exception of subpenas issued by the Commission_. APPENDIX VII. List of Registered Public Utility Holding Companies as FOURTH ANNUAL REPORT OF THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. INTRODUCTION The Securities and Exchange Commission is required, pursuant to the provisions of Section 23 (b) of the Securities Exchange Act of 1934 and Section 23 of the Public Utility Holding Company Act of 1935, to submit annually a report to the Congress covering the work of the Commission for the preceding year and such information, data, and recommendations for further legislation as it may find advisable. The following report, made pursuant to such provisions, covers the fiscal year ended June 30, 1938. The Securities and Exchange Commission was created under its organic Act, the Securities Exchange Act of 1934, approved June 6, 1934, for the purpose of administering this Act and the Securities Act of 1933. The Congress next passed the Public Utility Holding Company Act of 1935, which Act became effective on August 26, 1935. So that during the fiscal years 1936 and 1937 the Commission had three major legislative enactments under its jurisdiction. Through the passage of Public No. 621, 74th Congress, approved May 27, 1936, the Congress further strengthened certain provisions of the Securities Exchange Act of 1934 by amending, in addition to other sections, Section 15 thereof, relating to over-the-counter markets. This constituted in brief the status of legislation falling within the jurisdiction of the Commission as of June 30, 1937. During the closing days of the last session of the 75th Congress, new legislation was passed which placed additional responsibilities and duties upon this Commission. This new legislation comprises the following: (1) The Maloney Act (Public No. 719, 75th Congress) approved by the President on June 25, 1938. This Act amends certain sections of the Securities Exchange Act of 1934, relating to the regulation of the over-the-counter markets and imposes new duties upon the Commission with respect thereto. In brief, this amendment provides for a system of regulation in the over-the-counter markets through the formation of Sections 201 to 209 of Title II of the Securities Exchange Act of 1934 amended and repealed certain provisions of the Securities Act of 1933. A further, but very slight, amendment was made on August 9, 1935, in the Motor Carrier Act of 1935. voluntary associations of investment bankers, dealers, and brokers doing business in these markets under appropriate Governmental supervision. (2) The Chandler Act (Public No. 696, 75th Congress), approved by the President on June 22, 1938. This Act constitutes a comprehensive revision of the National Bankruptcy Act. Chapter X thereof imposes new duties upon the Commission with respect to corporate reorganization procedure, by providing the Federal courts with the administrative assistance of the Commission in such complex and difficult tasks as examining and reporting on plans of reorganization. (3) Public Resolution No. 113, 75th Congress, approved by the President on June 16, 1938. This resolution established a Temporary National Economic Committee consisting of six members of the Congress and six representatives of Executive departments and independent establishments of the Government. The Securities and Exchange Commission is represented on the Temporary National Economic Committee by Chairman Douglas and his alternate, Commissioner Frank. This Committee is charged with the duty of making a full and complete study and investigation with respect to the matters referred to in the President's Message of April 29, 1938, on monopolistic practices and economic and financial concentration. The Committee has assigned certain studies to each of these departments and independent agencies. To date studies assigned to the Securities and Exchange Commission include insurance companies, investment banking, and corporate practices. A survey of some of the more important provisions of the legislative enactments enumerated above, together with a brief summarization of each major project thereunder, is included in the body of the report. For the sake of efficient administration, the Commission has established several divisions in Washington, D. C., and nine regional offices. The organization chart, included below, outlines the present divisional structure of the Commission. The Commissioners, staff officers, and regional administrators, as of the close of the last fiscal year are as follows: Commissioners: Douglas, William O., Chairman Healy, Robert E. Hanes, John W. On November 21, 1938, the Commission announced the establishment of a new Regional Office in Cleve land, Ohio. Mr. Dan Tyler Moore was appointed Regional Administrator of this office. |