Securities regulation in the United States

From Wikipedia, the free encyclopedia

Securities regulation in the United States is the field of U.S. law that covers various aspects of transactions and other dealings with securities. The term is usually understood to include both federal- and state-level regulation by purely governmental regulatory agencies, but sometimes may also encompass listing requirements of exchanges like the New York Stock Exchange and rules of self-regulatory organizations like the Financial Industry Regulatory Authority (FINRA). On the Federal level, the primary securities regulator is the Securities and Exchange Commission (SEC). However, Futures and some aspects of derivatives are regulated by the Federal Commodity Futures Trading Commission (CFTC). FINRA is a self-regulatory organization that promulgates rules that govern brokers and dealers and certain other kinds of professionals in the securities industry. It was formed by the merger of the enforcement divisions of the National Association of Securities Dealers (NASD) and the New York Stock Exchange. FINRA, like the exchanges, is overseen by the SEC, and FINRA's rules are generally subject to SEC approval. The federal securities laws were largely created as part of the New Deal. There are 5 particularly prominent federal securities laws:
1. Securities Act of 1933 - regulating distribution of new securities 2. Securities Exchange Act of 1934 - regulating trading in previously distrubted securities, and exchanges 3. Trust Indenture Act of 1939 - regulating debt securities 4. Investment Company Act of 1940 - regulating mutual funds 5. Investment Advisers Act of 1940 - regulating investment advisers

Since these laws were originally enacted, Congress has amended them many times. The Holding Company Act and the Trust Indenture Act in particular have changed significantly since then. The titles listed above, including the year of original enactment, are the so-called "popular names" of these laws, and practitioners in this area reference these statutes using these popular names (e.g., "Section 10(b) of the Exchange Act" or "Section 5 of the Securities Act"). When they do so, they do not generally mean the original provisions of the original acts, they mean as amended to date. When Congress amends the securities laws, those amendments have their own popular names (a few prominent examples include Securities Investor Protection Act of 1970, the Insider Trading Sanctions Act of 1984, the Insider Trading and Securities Fraud Enforcement Act of 1988 and the Dodd-Frank Act). These acts often include provisions that state that they are amending one of the primary 5 laws. Although practitioners in this area use these popular names to reference the federal securities laws, like all U.S. statutes they are generally all codified in the U.S. Code, which is the official codification of U.S. statutory law. They are contained in Title 15. Thus, the official code citation

for Section 5 of the Securities Act of 1933 is actually 15 U.S.C. section 77e. Not every law adopted by Congress is codified, because some of them just aren't appropriate for codification. E.g., appropriations are not codified. There are also fairly extensive regulations under these laws, largely made by the SEC. One of the most famous and often used SEC rules is Rule 10b-5, which prohibits fraud in securities transactions as well as insider trading. Because interpretations under rule 10b-5 often deem silence to be fraudulent in certain circumstances, efforts to comply with Rule 10b-5 and avoid lawsuits under 10b-5 have been responsible for a very large amount of corporate disclosure. The federal securities laws govern not only the offer and sale of securities, but also trading of securities, activities of certain professionals in the industry, investment companies like mutual funds, tender offers, proxy statements, and generally the regulation of public companies. Public company regulation is largely a disclosure-driven regime, but it has grown in recent years to the point that it begins to dictate certain issues of corporate governance. State laws governing issuance and trading of securities are commonly referred to as blue sky laws.

History
Before the Wall Street Crash of 1929, there was little regulation of securities in the United States at the Federal level. The crash spurred the Congress to hold hearings, known as the Pecora Commission, after Ferdinand Pecora. After holding hearings on the abuses, Congress passed the Securities Act of 1933. It regulates the interstate sales of securities and made it illegal to sell securities into a state without complying with that state's laws. It requires companies which want to sell securities publicly to file a registration statement with the U.S. Securities and Exchange Commission. The registration statement provides a broad range of information about the company and is a matter of public record. The SEC does not approve or disapprove the issue of securities, but rather permits the filing statement to "become effective" if sufficient required detail is provided, including risk factors. The company can then begin selling the stock issue, usually through investment bankers. The following year, Congress passed the Securities Exchange Act of 1934, which regulates the secondary market (general-public) trading of securities. Initially, the 1934 Act applied only to stock exchanges and their listed companies (as the word "Exchange" in the Act's name implies). In the late 1930s, the Act was amended to provide regulation of the over-the-counter (OTC) market (i.e., trades between individuals with no stock exchange involved). In 1964, the Act was amended to apply to companies traded in the OTC market. In October 2000, the Securities and Exchange Commission ratified Regulation Fair Disclosure (Reg FD), which required publicly traded companies to disclose material information to all investors at the same time. Reg FD helped level the playing field for all investors by helping to reduce the problem of selective disclosure.

U.S. Securities and Exchange Commission

From Wikipedia, the free encyclopedia "Securities and Exchange Commission" redirects here. For other uses, see Securities and Exchange Commission (disambiguation).

U.S. Securities and Exchange Commission

SEC

Agency overview Formed June 6, 1934 Federal government of the United States

Jurisdiction

Headquarter s Employees Agency executive

Washington, D.C.

3,748 (2010)

[1]

Mary Schapiro, Chairman

Website sec.gov

The U.S. Securities and Exchange Commission (frequently abbreviated SEC) is a federal agency[2] which holds primary responsibility for enforcing the federal securities laws and regulating the securities industry, the nation's stock and options exchanges, and other electronic securities markets in the United States. In addition to the 1934 Act that created it, the SEC

enforces the Securities Act of 1933, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002 and other statutes. The SEC was created by section 4 of the Securities Exchange Act of 1934 (now codified as 15 U.S.C. 78d and commonly referred to as the 1934 Act).

[edit] Commission members

The Securities and Exchange Commission has five Commissioners who are appointed by the President of the United States with the advice and consent of the Senate. No more than three can be from a single political party. Each commissioner serves a five-year term, which are staggered so that one commissioner's term ends on June 5 of each year. Currently the SEC commissioners are[3]:
Sworn in: Term expires[4]:

* Mary L.

Scha piro,

Chairpers on

( D ) ( R ) ( D ) ( D ) ( R )

January 27, 2009

2014

Commissi oner

2011

* Elisse B.

Walte r,

Commissi oner

July 9, 2008

2012

* Luis A.

Aguil ar,

Commissi oner

July 31, 2008

2010

* Troy A.

Pared es,

Commissi oner

August 1, 2008

2013

The vacated Republican spot was held by Kathleen L. Casey, who served from July 17, 2006 to August 5, 2011. Her five-year term expired on June 5, 2011.[5]

[edit] Overview
The SEC was established by the United States Congress in 1934 as an independent, quasijudicial regulatory agency during the Great Depression that followed the Crash of 1929. The main reason for the creation of the SEC was to regulate the stock market and prevent corporate abuses relating to the offering and sale of securities and corporate reporting. The SEC was given the power to license and regulate stock exchanges, the companies whose securities traded on them, and the brokers and dealers who conducted the trading. Currently, the SEC is responsible for administering seven major laws that govern the securities industry. They are: the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002 and most recently, the Credit Rating Agency Reform Act of 2006. The enforcement authority given by Congress allows the SEC to bring civil enforcement actions against individuals or companies alleged to have committed accounting fraud, provided false information, or engaged in insider trading or other violations of the securities law. The SEC also works with criminal law enforcement agencies to prosecute individuals and companies alike for offenses which include a criminal violation. To achieve its mandate, the SEC enforces the statutory requirement that public companies submit quarterly and annual reports, as well as other periodic reports. In addition to annual financial reports, company executives must provide a narrative account, called the "management discussion and analysis" (MD&A), that outlines the previous year of operations and explains how the company fared in that time period. Management will usually also touch on the upcoming year, outlining future goals and approaches to new projects. In an attempt to level the playing field for all investors, the SEC maintains an online database called EDGAR (the Electronic Data Gathering, Analysis, and Retrieval system) online from which investors can access this and other information filed with the agency. Quarterly and annual reports from public companies are crucial for investors to make sound decisions when investing in the capital markets. Unlike banking, investment in the capital markets is not guaranteed by the federal government. The potential for big gains needs to be weighed against equally likely losses. Mandatory disclosure of financial and other information about the issuer and the security itself gives private individuals as well as large institutions the same basic facts about the public companies they invest in, thereby increasing public scrutiny while reducing insider trading and fraud. The SEC makes reports available to the public via the EDGAR system. SEC also offers publications on investment-related topics for public education. The same online system also takes tips and complaints from investors to help the SEC track down violators of the securities laws. The SEC adheres to a strict policy that it never comments on the existence or status of an ongoing investigation.

[edit] History
Prior to the enactment of the federal securities laws and the creation of the SEC, there existed socalled Blue Sky Laws that were enacted and enforced at the state level and regulated the offering and sale of securities to protect the public from fraud. Though the specific provisions of these laws varied among states, they all required the registration of all securities offerings and sales, as well as of every US stock broker and brokerage firm.[6] However, these Blue Sky laws were generally found to be ineffective. For example, the Investment Bankers Association told its members as early as 1915 that they could "ignore" Blue Sky Laws by making securities offerings across state lines through the mail.[7] After holding hearings on abuses on interstate frauds (commonly known as the Pecora Commission), Congress passed the Securities Act of 1933 (15 U.S.C. 77a) which regulates interstate sales of securities (original issues) at the federal level. The subsequent Securities Exchange Act of 1934 (15 U.S.C. 78d) regulates sales of securities in the secondary market. Section 4 of the 1934 Act created the U.S. Securities and Exchange Commission to enforce the federal securities laws. Both laws are considered part of Franklin Roosevelt's "New Deal" raft of legislation. The Securities Act of 1933 is also known as the "Truth in Securities Act" or the "Federal Securities Act or just the "1933 Act." Its goal is to increase public trust in the capital markets by requiring uniform disclosure of information about public securities offerings. The primary drafters of 1933 Act were Huston Thompson, a former Federal Trade Commission chairman, and Walter Miller and Ollie Butler, two attorneys in the Commerce Department's Foreign Service Division, with input from Supreme Court Justice Louis Brandeis. For the first year of the law's enactment, the enforcement of the statute rested with the Federal Trade Commission, but this power was transferred to the SEC following its creation in 1934. (Interestingly, the first, rejected draft of the Securities Act written by Samuel Untermyer vested these powers in the U.S. Post Office, because Untermyer believed that only by vesting enforcement powers with the postal service could the constitutionality of the act be assured.[7]) The law requires that issuing companies register distributions of securities with the SEC prior to interstate sales of these securities, so that investors may have access to basic financial information about issuing companies and risks involved in investing in the securities in question. Since 1996, most registration statements (and associated materials) filed with the SEC can be accessed via the SECs online system, EDGAR.[8] The Securities Exchange Act of 1934 is also known as "the Exchange Act" or "the 1934 Act". This act regulates secondary trading between individuals and companies which are often unrelated to the original issuers of securities. Entities under the SECs authority include securities exchanges with physical trading floors such as the New York Stock Exchange (NYSE), self-regulatory organizations such as the National Association of Securities Dealers (NASD), the Municipal Securities Rulemaking Board (MSRB), online trading platforms such as NASDAQ and ATS, and any other persons (e.g., securities brokers) engaged in transactions for the accounts of others.[9] President Franklin D. Roosevelt appointed Joseph P. Kennedy, Sr., father of President John F. Kennedy, to serve as the first Chairman of the SEC, along with James M. Landis (one of the

architects of the 1934 Act and other New Deal legislation) and Ferdinand Pecora (Chief Counsel to the United States Senate Committee on Banking and Currency during its investigation of Wall Street banking and stock brokerage practices). Other prominent SEC commissioners and chairmen include William O. Douglas (who went on to be a U.S. Supreme Court justice), Jerome Frank (one of the leaders of the legal realism movement) and William J. Casey (who would later head the Central Intelligence Agency under President Ronald Reagan). As part of the continuing investigation in 197475, Watergate scandal prosecutors offered companies that had given illegal campaign contributions to Richard Nixon's re-election campaign lenient sentences if they came forward.[10] Many companies complied, including Northrop Grumman, 3M, American Airlines and Braniff International Airways.[10] By 1976, prosecutors had convicted 18 American corporations of contributing illegally to Nixon's campaign.[10] The SEC, in a state of flux after its chairman was forced to resign his post,[10] began to audit all the political activities of publicly traded companies. The SEC's subsequent investigation found that many American companies were making vast political contributions abroad.[10]

[edit] Chairs and commissioners

Main article: Securities and Exchange Commission appointees

Members are listed in main article by Presidential administration. Or for alphabetized list of members who have articles written about them, see Category:Members of the United States Securities and Exchange Commission.

[edit] Organizational structure

U.S. Securities and Exchange Commission headquarters in Washington, D.C., near Union Station.

The SEC consists of five Commissioners appointed by the President of the United States with the advice and consent of the United States Senate. Their terms last five years and are staggered so

that one Commissioner's term ends on June 5 of each year. To ensure that the SEC remains nonpartisan, no more than three Commissioners may belong to the same political party. The President also designates one of the Commissioners as Chairman, the SEC's top executive. However, the President does not possess the power to fire the appointed commissioners, a provision that was made to ensure the independence of the SEC. This issue arose during the 2008 Presidential Election in connection with the ensuing Financial Crises. Within the SEC, there are five divisions. Headquartered in Washington, D.C., the SEC has 11 regional offices throughout the United States. The SEC's five main divisions are: Corporation Finance, Trading and Markets, Investment Management, Enforcement, and Risk, Strategy, and Financial Innovation.[11] Corporation Finance is the division that oversees the disclosure made by public companies as well as the registration of transactions, such as mergers, made by companies. The division is also responsible for operating EDGAR. The Trading and Markets division oversees self-regulatory organizations (SROs) such as FINRA and MSRB, and all broker-dealer firms and investment houses. This division also interprets proposed changes to regulations and monitors operations of the industry. In practice, the SEC delegates most of its enforcement and rulemaking authority to FINRA. In fact, all trading firms not regulated by other SROs must register as a member of FINRA. Individuals trading securities must pass exams administered by FINRA to become registered representatives.[12][13] The Investment Management Division oversees investment companies including mutual funds and investment advisors. This division administers federal securities laws, in particular the Investment Company Act of 1940 and Investment Advisers Act of 1940. This Division's responsibilities include:[14]
assisting the Commission in interpreting laws and regulations for the public and SEC inspection and enforcement staff; responding to no-action requests and requests for exemptive relief; reviewing investment company and investment adviser filings; assisting the Commission in enforcement matters involving investment companies and advisers; and advising the Commission on adapting SEC rules to new circumstances.

The Enforcement Division works with the other three divisions, and other Commission offices, to investigate violations of the securities laws and regulations and to bring actions against alleged violators. The SEC generally conducts investigations in private. The SEC's staff may seek voluntary production of documents and testimony, or may seek a formal order of investigation from the SEC, which allows the staff to compel the production of documents and witness testimony. The SEC can bring a civil action in a U.S. District Court or an administrative proceeding which is heard by an independent administrative law judge (ALJ). The SEC does not

have criminal authority, but may refer matters to state and federal prosecutors. The current director of the SEC's Enforcement Division is Robert Khuzami, a former federal prosecutor. Among the SEC's offices are:

The Office of General Counsel, which acts as the agency's "lawyer" before federal appellate courts and provides legal advice to the Commission and other SEC divisions and offices; The Office of the Chief Accountant, which establishes and enforces accounting and auditing policies set by the SEC. This office has played an important role in such areas as working with the Financial Accounting Standards Board to develop Generally Accepted Accounting Principles, the Public Company Accounting Oversight Board in developing audit requirements, and the International Accounting Standards Board in advancing the development of International Financial Reporting Standards; The Office of Compliance, Inspections and Examinations, which inspects broker-dealers, stock exchanges, credit rating agencies, registered investment companies, including both closed-end and open-end (mutual funds) investment companies, money funds and Registered Investment Advisors; The Office of International Affairs, which represents the SEC abroad and which negotiates international enforcement information-sharing agreements, develops the SEC's international regulatory policies in areas such as mutual recognition, and helps develop international regulatory standards through organizations such as the International Organization of Securities Commissions and the Financial Stability Forum; The Office of Investor Education and Advocacy, which helps educate the public about securities markets and warns investors of fraud and stock market scams; and The Office of Economic Analysis, which helps the SEC estimate the economic costs and benefits of its various rules and regulations. The Office of Information Technology, supports the Commission and staff of the SEC in all aspects of information technology. The Office has overall management responsibility for the Commission's IT program including application development, infrastructure operations and engineering, user support, IT program management, capital planning, security, and enterprise architecture. Inspector General. The current IG, H. David Kotz, has served since December, 2007.[15] Kotz has a staff of 22.[16]

[edit] Relationship to other agencies

In addition to working with various SROs such as NYSE and FINRA, the Securities and Exchange Commission also works with other federal agencies, state securities regulators, international securities agencies and law enforcement agencies.[17] In 1988 Executive Order 12631 established the President's Working Group on Financial Markets. The Working Group is chaired by the Secretary of the Treasury and includes the Chairman of the SEC, the Chairman of the Federal Reserve and the Chairman of the Commodity Futures Trading

Commission. The goal of the Working Group is to enhance the integrity, efficiency, orderliness and competitiveness of the financial markets while maintaining investor confidence.[18] The Securities Act of 1933 was originally administered by the Federal Trade Commission (FTC). The Securities Exchange Act of 1934 transferred this responsibility from FTC to the SEC. The main mission of the FTC is to promote consumer protection and to eradicate anticompetitive business practices. The FTC regulates general business practices, while the SEC focuses on the securities markets. The Temporary National Economic Committee was established by joint resolution of Congress 52 Stat. 705 on June 16, 1938. It was in charge of reporting to the Congress on abuses of monopoly power. The committee was defunded in 1941, but its records are still under seal by order of the SEC.[19] The Municipal Securities Rulemaking Board (MSRB) was established in 1975 by Congress to develop rules for companies involved in underwriting and trading municipal securities. The MSRB is monitored by the SEC, but the MSRB does not have the authority to enforce its rules. While most violations of securities laws are enforced by the SEC and the various SROs it monitors, state securities regulators can also enforce state-wide securities laws known colloquially as Blue sky laws.[6] States may require securities to be registered in the state before they can be sold there. National Securities Markets Improvement Act of 1996 (NSMIA) addresses this dual system of federal-state regulation by amending Section 18 of the 1933 Act to exempt nationally traded securities from state registration, thereby pre-empting state law in this area. However, NSMIA preserves the states' anti-fraud authority over all securities traded in the state.[20] The SEC also works with federal and state law enforcement agencies to carry out actions against actors alleged to be in violation of the securities laws. The SEC is a member of International Organization of Securities Commissions (IOSCO) and uses the IOSCO Multilateral Memorandum of Understanding as well as direct bilateral agreements with other countries Securities Commissions to deal with cross border misconduct in securities markets.

[edit] Related legislation

1934 Securities Exchange Act of 1934, governing the secondary trading of securities 1938 Establishment of the Temporary National Economic Committee 52 Stat. 705 1964 Securities Act Amendments PL 88-467 1968 Williams Act (Securities Disclosure Act) PL 90-439 1975 Securities and Exchange Act PL 94-29 1980 Depository Institutions and Deregulation Money Control Act PL 96-221 1982 GarnSt. Germain Depository Institutions Act PL 97-320 1984 Insider Trading Sanctions Act PL 98-376

1988 1989 1999 2000 2002 2007 2010

Insider Trading and Securities Fraud Enforcement Act PL 100-704 Financial Institutions Reform, Recovery, and Enforcement PL 101-73 Gramm-Leach-Bliley Act PL 106-102 Commodity Futures Modernization Act of 2000 Sarbanes-Oxley Act Regulation NMS DoddFrank Wall Street Reform and Consumer Protection Act

[edit] SEC communications

[edit] Comment letters

Comment letters are letters by the SEC to a public company raising issues and requested comments. For example, in October 2001, the SEC wrote to CA, Inc., covering fifteen items, mostly about CA's accounting, including five about revenue recognition. The chief financial officer of CA, to whom the letter was addressed, pleaded guilty to fraud at CA in 2004. In June 2004, the SEC announced that it would publicly post all comment letters, to give investors access to the information in them. In mid-2005, Allan Beller, former head of the SEC's Division of Corporation Finance, said that the SEC believed that "it is appropriate to expand the transparency of our comment process by making this information available to an unlimited audience." An analysis in May 2006 of regulatory filings over the prior 12 months indicates, however, that the SEC has not accomplished what it said it would do. The analysis found 212 companies that had reported receiving comment letters from the SEC, but only 21 letters (for these companies) were posted on the SEC's website. John W. White, the current head of the Division of Corporation Finance, told the New York Times: "We have now resolved the hurdles of posting the information.... We expect a significant number of new postings in the coming months."[21]

[edit] No-action letters

No-action letters are letters by the SEC staff indicating that the staff will not recommend to the Commission that the SEC undertake enforcement action against a person or company if that entity engages in a particular action. These letters are sent in response to requests made when the legal status of an activity is not clear. These letters are publicly released and increase the body of knowledge on what exactly is and is not allowed. They represent the staff's intrepretations of the securities laws and, while persuasive, are not binding on the courts.

[edit] Regulatory action in the credit crunch

The SEC announced on September 17, 2008, strict new rules to prohibit all forms of "naked short selling" as a measure to reduce volatility in turbulent markets.[22][23] The SEC investigated into cases involving individuals attempting to manipulate the market by passing false rumors about certain financial institutions. The commission has also investigated

into trading irregularities and abusive short selling practices. Hedge fund managers, brokerdealers, and institutional investors were also asked to disclose under oath, certain information pertaining to their positions in credit default swaps. The commission also brought about the largest settlements in the history of the SEC (approximately $51 billion in all) on behalf of investors who purchased auction rate securities from six different financial institutions.

This section requires expansion.

[edit] Regulatory failures

Christopher Cox, the former chairman of the SEC, has recognized the organization's own multiple failures in relation to the Bernard Madoff fraud.[24] Starting with an investigation in 1992 into a Madoff feeder fund which only invested with Madoff, and which, according to the SEC, promised "curiously steady" returns, the SEC did not investigate indications that something was amiss in Madoff's investment firm.[25] The SEC has therefore been accused of missing numerous red flags and ignoring tips on Madoff's alleged fraud.[26] As a result, Cox has said that an investigation will ensue into "all staff contact and relationships with the Madoff family and firm, and their impact, if any, on decisions by staff regarding the firm."[27] Approximately 45 per cent of institutional investors felt that better oversight by the SEC could have prevented the Madoff fraud.[28] Harry Markopolos complained to the SEC's Boston office in May 1999, telling the SEC staff they should investigate Madoff because it was impossible to legally make the profits Madoff claimed using the investment strategies that he claimed to use. In June 2010, the SEC settled a wrongful termination lawsuit with former SEC enforcement lawyer Gary Aguirre, who was terminated in September 2005 following his attempt to subpoena Wall Street figure John J. Mack in an insider trading case involving hedge fund Pequot Capital Management.[29] While the insider case was dropped at the time, a month prior to the SEC's settlement with Aguirre the SEC filed charges against Pequot.[29] The Senate released a report in August 2007 detailing the issue and calling for reform of the SEC.[30]

[edit] Inspector General office failures

In 2009, the Project on Government Oversight, a government watchdog group, sent a letter to Congress criticizing the SEC for failing to implement more than half of the recommendations made to it by its Inspector General[31] According to POGO, in the past 2 years, the SEC had taken no action on 27 out of 52 recommended reforms suggested in Inspector General reports, and still had a "pending" status on 197 of the 312 recommendations made in audit reports. Some of these recommendations included imposing disciplinary action on SEC employees who receive improper gifts or other favors from financial companies and investigating and reporting the causes of the failures to detect the Madoff ponzi scheme.[32]

In a 2011 article by Matt Taibbi in Rolling Stone, former SEC employees were interviewed and they commented negatively on the agency's Inspector General's office. Going to the OIG was "well-known to be a career-killer."[33]

[edit] Destruction of documents

"After you have closed a MUI that has not become an investigation . . . you should dispose of any documents obtained in connection with the MUI." -Instructions to SEC employees on an SEC intranet[33]

According to former SEC employee and whistleblower Darcy Flynn, also reported by Taibbi, the agency routinely destroyed thousands and thousands of documents related to preliminary investigations of alleged crimes committed by Deutsche Bank, Goldman Sachs, Lehman Brothers, SAC Capital, and other financial companies involved in the Great Recession that the SEC was supposed to have been regulating. The documents included those relating to "Matters Under Inquiry", or MUI, the name the SEC gives to the first stages of the investigation process. The tradition of destruction began as early as the 1990s. This SEC activity eventually caused a conflict with the National Archives and Records Administration when it was revealed to them in 2010 by Flynn. Flynn also described a meeting at SEC in which top staff discussed refusing to admit the destruction had taken place because it was possibly illegal.[33] Iowa Republican Sen. Charles Grassley, among others, took note of Flynn's call for protection as a whistleblower and the story of the agency's document-handling procedures. The SEC issued a statement defending its procedures. NPR quoted University of Denver law professor Jay Brown as saying, "My initial take on this is it's a tempest in a teapot," and Jacob Frenkel, a securities lawyer in the Washington, D.C., area, as saying in effect "there's no allegation the SEC tossed sensitive documents from banks it got under subpoena in high-profile cases that investors and lawmakers care about." NPR concluded its report: The debate boils down to this: What does an investigative record mean to Congress? And the courts? Under the law, those investigative records must be kept for 25 years. But federal officials say no judge has ruled that papers related to early-stage SEC inquiries are investigative records. The SEC's inspector general says he's conducting a thorough investigation into the allegations. [Kotz] tells NPR that he'll issue a report by the end of September.[34]

[edit] Forms
Further information: SEC filing

SEC Forms List by category

Form 4 (stock and stock options ownership and exercise disclosure) Form 8-K SEC Form 10-K

Form S-1 (IPO)