Securities & Exchange Commission (SEC): History; Major Laws that Govern the SEC Industry; Valuable information on the SEC's website (www.sec.gov); and Selected Legislative History Materials

Early in the 20th century - there were no Federal Securities Regulations

• Blue Sky Laws were passed in many states in the 1910's
  • All states by 1931 - Blue Sky Laws (SEC Investor.gov)
  • Blue Sky Laws: Definitions, Purpose & How they are Regulated (Investopedia) 
• North American Securities Administrators Assn (NASAA) was organized in 1919

Stock Market Crash of 1929 (via Investopedia's explanation)

Federal Securities Laws enacted

• Securities Act of 1933
• Securities Exchange Act of 1934

Securities Act of 1933 

• Known as the "Truth in Securities" Law
• Provides investors w/material information concerning Securities offered for public sale
• Purpose - to prevent misrepresentation, deceit and fraud in the sale of securities
• Prohibits any security from being offered or sold to the public unless it is registered w/the SEC

1933 Act - SEC Form Types

U.S. Issuer

• S-1  (Initial offering (IPO))
• S-3  (Follow-on offering)
• S-4  (Merger or Exchange Offer)
• 424B  (Final Prospectus)

Non-US Issuer

• F-1  (Initial offering by Non-US issuer)
• F-3  (Non-US Follow-on) 
• F-4  (Non-US Merger/Exchange)
• 424B  (Final Prospectus)

Securities Exchange Act of 1934

• Regulates secondary trading of securities
• Established the Securities & Exchange Commission (SEC)
  • regulation, enforcement of securities laws
• Requires access, by the public, to current financials & other pertinent company information on a regular basis
• Regulates corporate reporting, proxy solicitation, takeover bids, tender offers and insider trading

Public Companies - must file annual & add'l periodic reports to update information contained in their original filings - these reports are filed at the SEC and sent to shareholders upon request (they are then often posted on company websites):

Per the 1934 Securities Act - SEC Form Types (periodic reporting) - some examples follow:

• 10-K 
  • an Annual Report that companies file with the SEC
  • Must be filed within 60-90 days after the end of the fiscal year, depending on size of company
  • Gives a summary of company's past, present & future activities & audited financial reports
  • Principal executive officer & financial officer much certify each 10K & 10Q pursuant to Sarbanes Oxley 
• 10-Q
  • is a Quarterly Filing that updates the information in the 10-K
• 8-K
  • is a Filing make by the company when an extraordinary event has taken place