8/30/2008

The 1933 Act has two basic objectives:

to require that investors receive significant (or “material”) information concerning securities being offered for public sale; and
to prohibit deceit, misrepresentations, and other fraud in the sale of securities to the public.
Underlying the 1933 Act is the idea that a company (i.e., an “issuer”) offering securities should provide potential investors with sufficient information about both the issuer and the securities to make an informed investment decision. To assist in achieving its objectives of informing potential investors and fostering fair dealing in the securities markets, the 1933 Act requires issuers to publicly disclose significant information about themselves and the terms of the securities. Disclosure also has the added benefit of discouraging bad behavior. Supreme Court Justice Louis Brandeis coined the phrase “sunlight is the best disinfectant,” which also is part of the philosophy underlying the 1933 Act.
Disclosure of material information is accomplished through the registration of securities with the Securities and Exchange Commission (the “SEC” or the “Commission”). The SEC is the principal federal agency responsible for oversight of the securities markets and enforcement of the federal securities laws. The SEC was created pursuant to the Securities Exchange Act of 1934 (the "1934 Act"). Prior to the passage of the 1934 Act, securities were registered with the Federal Trade Commission.

No comments: