« AnteriorContinuar »
amended, sec. 20, 49 Stat. 833, 53 Stat. 1173, secs. 38, 211, 54 Stat. 841, 855; 15 U.S.C. 77s, 77sss, 78w, 79t, 80a-37, 80b-11.
SOURCE: $ 200.1 to 200.15, inclusive, contained in Regulations, Securities and Exchange Commission, effective Sept. 11, 1946, 11 F.R. 177A-718, 10578.
§ 200.1 General statement. Securities and Exchange Commission was created by act of Congress entitled the Securities Exchange Act of 1934 (48 Stat. 881, as amended; 15 U.S.C. and Sup., 77b-77c, 77j, 77k, 77m, 770, 77s, 78a-78jj). It is an independent agency of the United States Government. Commission's central office is located at 18th and Locust Streets, Philadelphia 3, Pennsylvania. It has ten regional offices located in the principal cities of the country. The location of these offices is set forth in § 200.14 (e).
The functions of the Commission are set forth in the following statutes which it administers: the Securities Act of 1933 (48 Stat. 74, as amended; 15 U.S.C. and Sup., 77a-77aa), the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935 (49 Stat. 803; 15 U.S.C. 79 et seq.), the Trust Indenture Act of 1939 (53 Stat. 1149; 15 U.S.C. 77aaa et seq.), the Investment Company Act of 1940 (54 Stat. 789, as amended; 11 U.S.C. 72, 107, 15 U.S.C. and Sup., 80a-1 et seq.) and the Investment Advisers Act of 1940 (54 Stat. 847; 15 U.S.C. 80b-1 et seq.). In addition, the Commission has certain duties in connection with court proceedings under Chapter X of the National Bankruptcy Act.
The Securities Act of 1933 is designed to provide disclosure, chiefly through the mechanism of a registration statement and prospectus, of pertinent information concerning securities publicly offered and sold in interstate commerce through the mails, and makes unlawful fraudulent practices in the sale of such securities.
The Securities Exchange Act of 1934 provides for registration of national securities exchanges, securities listed on such exchanges, brokers and dealers trading in the over-the-counter securities markets, and associations of such brokers and dealers. Market manipulations, deceptive devices, and other fraudulent practices in the purchase or sale of securities are made unlawful and dealings in equity securities by insiders must be reported. The Commission is empowered to regulate the solicitations of pròx
ies or other authorizations from the holders of listed securities, the hypothecation of securities held by brokers or dealers for the account of customers, the business of specialists and odd-lot dealers, and such trading activities as short sales, stabilizing, and excessive dealings by members of national securities exchanges; and to exercise certain supervisory powers over the rules of national securities exchanges and national associations of brokers and dealers. The act authorizes the Commission if in its opinion the public interest so requires, with the approval of the President, summarily to suspend all trading on any national securities exchange for a period not exceeding ninety days.
the advice and consent of the Senate, for five-year terms, one of which expires each year. One of the five commissioners is elected chairman annually. The Commission is assisted in the performance of its duties by a staff of professional employees, including lawyers, accountants, engineers, and corporation analysts, and by administrative and clerical employees. The staff has been organized into the following separate divisions and offices, which are directly responsible to the Commission and act pursuant to its directions and orders:
Office of the Secretary
Office of the Chief Accountant
Budget and Fiscal Office Regional Offices
A description of the organization and functions of each of these divisions and offices appears in §§ 200.3 to 200.14, inclusive.
$200.3 Office of the Secretary. The Secretary (or his assistant) attends meetings of the Commission and is responsible for the preparation and maintenance of the official Minute Record of its actions. He is custodian of the Commission's official seal, with power to certify and authenticate documents reflecting official action of the Commission, and performs other and related duties.
The Office of the Secretary is the chief information center of the Commission to which inquiries of press representatives and general inquiries of the public should be directed.
§ 200.4 Trial examiners. The trial examiners preside at hearings, make rulings related thereto, and in certain cases issue recommended decisions. The trial examiners are assigned by the Commission to cases in rotation so far as practicable.
200.5 Opinion Writing Office. This office assists the Commission in the preparation of its opinions and performs related functions and other special assignments. It functions independently of all other divisions of the Commission's staff.
This office is headed by the Executive Assistant to the Commission, assisted by
a Special Assistant to the Commission, supervising attorneys, and staff attorneys.
§ 200.6 Office of the Solicitor. The Solicitor is the Commission's chief legal officer. He represents the Commission in appellate court proceedings and usually in cases in all courts in which the Commission participates as amicus curiae. The Solicitor serves as general legal adviser to the Commission and, insofar as legal policy is concerned, advises with the several divisions and the regional offices. The Solicitor is also responsible for the supervision of the preparation of all cases referred to the Department of Justice for criminal prosecution and for liaison activities with the Department of Justice and other interested authorities regarding such cases.
§ 200.7 Office of the Chief Accountant. The Chief Accountant is the Commission's chief adviser on all accounting matters. He has general supervision over the execution of Commission policy with respect to accounting and auditing principles or practices and over the procedures to be followed in audits or accounting investigations. He is responsible for the drafting and interpretation of rules and regulations governing the form and content of financial statements to be filed with the Commission, including uniform systems of accounts. He also prepares for publication releases on accounting questions of general interest and application.
This office is composed of the Chief Accountant, Assistant Chief Accountant, and a number of staff accountants. In addition, the Chief Accountant supervises the work of three Assistant Chief Accountants assigned to and directly responsible for the accounting work in the various divisions.
Questions of accounting and auditing procedure involving particular registrants may be presented to the Assistant Chief Accountant of the division involved, or may be presented directly to the Chief Accountant where controversial or novel
issues are involved. Registrants or others interested may also request the Chief Accountant to review accounting interpretations made in the divisions. General questions should be presented to the Chief Accountant.
§ 200.8 Corporation Finance Division. (a) This Division has certain duties and responsibilities in connection with the Commission's administration and enforcement of the provisions of the Securities Act of 1933, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the registration, reporting, proxy and certain fraud provisions of the Securities Exchange Act of 1934 (exclusive of all provisions relating specifically to brokers and dealers and national securities exchanges and associations), and the provisions of the Public Utility Holding Company Act of 1935 relating to certain proxies, ownership reports and the prohibition against certain political contributions; and in connection with the Commission's advisory functions under Chapter X of the National Bankruptcy Act.
(b) Office of the Director. Supervision of all activities of the Division rests in the Director. His office includes an Associate Director, Special Advisers to the Director on certain phases of the Division's work such as reorganization matters under Chapter X of the National Bankruptcy Act and the promulgation of forms and regulations, and a Records and Statistics Section which assigns all incoming material for examination, maintains a central record system, collates and tabulates data for Commission publication, and furnishes statistical data to regional offices and other government agencies.
Directly under the Office of the Director are the Assistant Directors, the Office of Chief Counsel, and the Office of Assistant Chief Accountant.
(c) Examining Staff. This staff is responsible for the examination of and initial action upon registration statements, prospectuses, offering sheets, proxy statements, periodic and ownership reports, applications for qualification of indentures, requests for confidential treatment, and other documents filed with the Commission, and also the various documents filed, and plans and proposals arising, in court proceedings under Chapter X of the National Bankruptcy Act in which the Commission is interested. Members of this staff also
represent the Division in administrative proceedings arising in connection with the work of the Division.
There are a number of Examining Sections, the work of which is under the supervision and review of the Assistant Directors. Each section consists of a Section Chief, accountants, attorneys and corporation analysts.
In addition, there are the following special sections which are charged with certain exclusive examining functions as well as duties in connection with the work of the Examining Sections: A Mines Section, headed by an engineer; an Oil and Gas Section, which is headed by a Petroleum Engineer and includes petroleum geologists and attorneys, and which receives and processes filings pursuant to Regulations B and B-T (17 CFR, 230.306 et seq. and 230.360 et seq.) promulgated under section 3 (b) of the Securities Act; and an Ownership Reports Section.
In addition, a Registration Unit, headed by a chief and including accountants, attorneys and corporation analysts, is maintained in the Commission's regional office at San Francisco.
Inquiries as to the required form and contents of registration statements, reports and other filings may be addressed to the Director of the Division, the Associate Director, or an Assistant Director if he has handled previous filings of the registrant or applicant.
(d) Office of Chief Counsel. To the extent that the functions of this Division are involved: The Chief Counsel is responsible for the investigation of complaints and alleged violations of law, has primary responsibility for trial court litigation, and assists the Solicitor in appellate and amicus curiae litigation and in criminal reference activities. He acts in a consulting capacity to other sections of the Division and to the Commission on legal problems such as matters of statutory interpretation and is responsible for the supervision of the investigatory activities of the regional offices, as well as for the review of the legal opinions expressed by those offices.
The Office of Chief Counsel is divided into a Litigation and Enforcement Section and an Interpretative Section. Each section is headed by a Special Counsel and includes attorneys, and the Litigation and Enforcement Section, in addition, has securities investigators.
The Litigation and Enforcement Section contains a Securities Violation Unit which compiles data relating to violations of securities laws, aids Federal and state agencies in the identification and apprehension of violators, and issues to a carefully restricted list a monthly Securities Violation Bulletin. The Interpretative Section contains a special unit which reviews the material filed in the regional offices pursuant to Regulations A and A-M (17 CFR 230.220 et seq. and 17 CFR, 1945 Supp. 230.240) promulgated under section 3 (b) of the Securities Act of 1933.
The Chief Counsel renders advice to members of the public on inquiries relating to the interpretation and application of statutes which are under the cognizance of this Division. Inquiries on such matters, as well as complaints relating to alleged violations, should be directed to this office.
(e) Office of Assistant Chief Accountant. Under the supervision of the Chief Accountant, the Office of Assistant Chief Accountant is directly responsible for and supervises the accounting work of the examining staff and the Registration Unit in the San Francisco Regional Office. The Office of the Assistant Chief Accountant acts in a consulting capacity and renders assistance to other sections and officers of the Division.
Inquiries of an accounting nature relating to the work of the Division should be directed to this office.
§ 200.9 Trading and Exchange Division. (a) This Division has certain duties and responsibilities in connection with the Commission's administration and enforcement of the provisions of the Securities Exchange Act of 1934 relating to registration and regulation of national securities exchanges, including trading on these exchanges, and registration and regulation of over-thecounter brokers and dealers and national securities associations. This Division's duties and responsibilities extend also to the Investment Advisers Act of 1940.
(c) Exchange Registration and Regulation Section. This section, composed of analysts, is responsible for the examination of and initial action upon registration statements and amendments thereto filed by national securities exchanges and for the review of their rules.
(b) This Division is headed by a Director who has supervision over all activities of the Division. There are several Assistant Directors, each of whom is in charge of a number of sections, as well as the Office of Chief Counsel, and the Office of Assistant Chief Accountant.
(d) Broker-Dealer and Investment Adviser Registration Section. This section, composed of examiners, is responsible for the examination of and initial action upon applications for registration and periodic reports filed by brokers and dealers and investment advis
(e) Over-the-Counter Enforcement Section. This section, composed of attorneys and accountants, has general direction over all investigations of alleged violations by over-the-counter brokers and dealers and investment advisers. Members of this section, or of the regional offices, acting under this section's supervision, represent the division in administrative proceedings before the Commission relating to such violations.
(f) Stabilization and Manipulation Section. This section studies the market prices of securities and investigates market manipulations and possible violations of the Commission's stabilization regulations.
(g) Market and Industry Analysis Section. This section prepares a series of reports entitled "The Survey of American Listed Corporations," which sets forth financial data concerning corporations that file reports with the Commission and also conducts special statistical studies in securities transactions.
(h) Research Section. This section prepares statistics on new issues of securities and special studies in the field of capital markets.
(i) Financial Analysis Section. This section prepares quarterly data on the volume and composition of individual and corporate savings and the sources and uses of corporate funds, including an analysis of the working capital position and capital expenditures of corporations.
(j) One of the Assistant Directors, with the assistance of a special consultant, is responsible for the examination of and initial action upon registration statements and amendments thereto filed by national securities associations of overthe-counter brokers and dealers, the review of their rules, and the performance
of other functions related to such associations.
Inquiries relating to the work of the aforementioned sections may be directed to the Director of the Division.
(k) Office of Chief Counsel. The Chief Counsel has primary responsibility for trial court litigation and assists the Solicitor in appellate and amicus curiae litigation and in criminal reference activities pertaining to the work of the Division. He also represents the Division in administrative proceedings and is responsible for the investigation of complaints and alleged violations of law, except those proceedings and investigations involving registered broker-dealers, investment advisers and national securities associations; in the latter proceedings and investigations, which are the direct responsibility of one of the Assistant Directors, the Chief Counsel acts in an advisory capacity. The Chief Counsel is responsible for the drafting of rules and regulations and advises the Commission, the Director and Assistant Directors of the Division, and other offices of the Commission on legal problems relating to the work of the Division. In that field he also reviews the legal opinions expressed by the regional offices.
This office is composed of the Chief Counsel, a Special Counsel, and staff attorneys.
The Office of the Chief Counsel renders advice to members of the public on inquiries relating to the interpretation and application of the statutes, rules and regulations which are under the jurisdiction of the Division. Inquiries on such matters should be directed to this office.
(1) Office of Assistant Chief Accountant. Under the supervision of the Chief Accountant, the Assistant Chief Accountant is directly responsible for and supervises the accounting work of the Division.
Inquiries of an accounting nature relating to the work of the Division should be directed to the Assistant Chief Accountant.
$ 200.10 Public Utilities Division. (a) This Division has certain duties and responsibilities in connection with the Commission's administration and enforcement of the provisions of the Public Utility Holding Company Act of 1935, except those provisions relating to certain proxies, ownership reports and political contributions.