In review: capital markets law in USA - Lexology

Introduction

The capital markets in the United States are principally regulated by federal government agencies, particularly the Securities and Exchange Commission (SEC).

The Securities Act of 1933, as amended (Securities Act), requires all offers and sales of securities in the United States to be made pursuant to an effective registration statement or an explicit exemption from registration. Any issuer, including any foreign private issuer, with at least US$10 million in assets and a class of equity securities held by the requisite number of record holders or with an outstanding class of securities listed on a US national securities exchange must register such class of securities under the Securities Exchange Act of 1934, as amended (Exchange Act), and file annual and other reports with the SEC. Securities registered under the Exchange Act are also subject to the SEC's rules on ownership reporting and tender offers. Issuers may also be subject to the SEC's rules on shareholder voting and corporate governance, but foreign private issuers are generally exempt from such rules.

The perspective of the SEC statutes is that persons making investment decisions in securities transactions should have accurate and reliable information without any material misstatements or omissions. The detailed disclosure requirements that apply to such transactions are found in the rules promulgated by the SEC under the securities laws.

In addition to the SEC, other federal and state regulators and self-regulatory organisations, such as the Commodity Futures Trading Commission (CFTC) and the Financial Industry Regulatory Authority, have important roles in the oversight of the securities activities of banks, insurers and broker-dealers, in particular.

Although the SEC proposes and adopts rules under the federal securities laws every year, particularly wide-ranging rule changes were adopted in response to the financial crisis, including those mandated by the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd–Frank Act). The Dodd–Frank Act increased investor protection through substantive market regulation, a policy somewhat at odds with the SEC's previous efforts to reduce the regulatory burden on issuers, and some industry advocates argue that the Dodd–Frank Act reforms went so far as to have had a chilling effect on the capital markets. After a period of deregulation during the administration of President Donald Trump, the administration of President Joseph Biden is now pursuing its policy priorities, which may partly involve rolling back policies of the Trump administration that it considers insufficiently focused on investor protection.

source: https://www.lexology.com/library/detail.aspx?g=9ede2e97-3125-48b1-b7ec-b8d02f4f93d6

Your content is great. However, if any of the content contained herein violates any rights of yours, including those of copyright, please contact us immediately by e-mail at media[@]kissrpr.com.