United States Securities and Exchange Commission

United States Securities and Exchange Commission (SEC)
Seal of the U.S. Securities and Exchange Commission
Flag of the Securities and Exchange Commission
Map

U.S. Securities and Exchange Commission headquarters in Washington, D.C.
Agency overview
FormedJune 6, 1934; 91 years ago (1934-06-06)
TypeIndependent (component of the Federal Law Enforcement Community)
JurisdictionUnited States federal government
HeadquartersWashington, D.C., U.S.
Employees4,807 (2022)
Annual budget$2.6 billion
Agency executives
Websitesec.gov
Footnotes
[1][2][3]

The United States Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street crash of 1929.[4] Its primary purpose is to enforce the federal securities laws, regulate key parts of the capital markets industry, protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. [5][6]: 2 

Congress created the SEC in 1934 after the stock market crash of 1929 as part of New Deal securities reforms. Section 4 of the Securities Exchange Act of 1934 established the agency. The SEC administers major federal securities statutes and oversees core parts of the disclosure and trading system for public companies, market intermediaries, investment products, and trading venues. It investigates and pursues misconduct such as financial fraud, insider trading, and market manipulation.[7]

The SEC carries out its work through rulemaking, examinations, and enforcement actions. The agency enforces the securities laws primarily through civil actions in federal court or administrative proceedings and refers potential criminal violations to the Federal Bureau of Investigation or the Department of Justice when appropriate.[8]

Overview

The SEC carries out its mandate through three recurring functions that span the regulatory lifecycle: disclosure-based regulation (to require standardized public reporting intended to reduce misinformation and help investors evaluate issuers and compare risks), oversight of market structure (to detect irregularities, supervise key market participants and trading venues), and civil enforcement (to investigate potential violations, bring enforcement actions that sanction misconduct, and deter future violations).[9] Disclosure rules require standardized reporting intended to help investors compare issuers and evaluate risk. Market oversight focuses on supervised entities such as broker-dealers, investment advisers, and exchanges. Enforcement supports market integrity by investigating potential violations and bringing civil actions involving misconduct such as fraud or insider trading. The SEC’s mission can involve trade-offs. Disclosure, reporting, and compliance requirements can impose costs on issuers and may affect some firms’ decisions about entering or remaining in public markets, particularly smaller companies. Disclosure and enforcement can also strengthen market integrity and investor confidence, which can affect the cost and availability of capital.

Disclosure includes the statutory requirement that public companies and other regulated entities submit quarterly, annual, and other periodic disclosures. In addition to annual financial reports, company executives must provide a narrative account, called the "management discussion and analysis" (MD&A), that reviews the previous year of operations and explains the company's financial condition and results. MD&A may also discuss known trends, risks, and near-term plans. Since 1994, most registration statements and related materials filed with the SEC have been available through the SEC's online system, EDGAR.[10]

Market oversight focuses on the SEC's supervision of key market participants and trading venues, including broker-dealers, investment advisers, exchanges, clearing agencies, and other regulated entities. Through examinations, monitoring, and oversight of market structure, the SEC works to detect irregularities, promote compliance, and help maintain fair and orderly markets. Unlike bank deposits, investments in capital markets are not guaranteed by the federal government, so oversight and transparency are intended to help investors make more informed decisions and to reduce risks such as insider trading, fraud, and market abuse.

The SEC’s enforcement efforts aim to identify and stop violations of the securities laws, hold wrongdoers accountable, and deter future misconduct. Enforcement staff may use information available through EDGAR (the Electronic Data Gathering, Analysis, and Retrieval system), while tips, complaints, and referrals are submitted through the SEC’s online TCR system.[11][12] The SEC generally does not comment on whether it has opened an investigation in a particular matter or on the status of its investigations.[13]

History

Background

Before the enactment of the federal securities laws and the creation of the SEC, securities trading was governed by so-called blue sky laws, a nickname that referred to speculative schemes sold as having nothing behind them but "blue sky." States enacted and enforced these laws, which regulated the offering and sale of securities to protect the public from fraud. Although the specific provisions varied among states, these laws generally required the registration of all securities offerings and sales, as well as every U.S. stockbroker and brokerage firm.[14] However, blue sky laws were generally considered ineffective. For example, as early as 1915, the Investment Bankers Association told its members that they could circumvent blue sky laws by making securities offerings across state lines through the mail.[15]

Founding

The SEC's authority was established by the Securities Act of 1933 and Securities Exchange Act of 1934; both laws are considered parts of Franklin D. Roosevelt's New Deal program.

After the Pecora Commission hearings on abuses and frauds in securities markets, Congress passed the Securities Act of 1933 (15 U.S.C. § 77a), which federally regulates original issues of securities across state lines, primarily by requiring that issuing companies register distributions prior to sale so that investors may access basic financial information and make informed decisions.[16] For the first year of the law's enactment, the enforcement of the statute rested with the Federal Trade Commission.

Portrait of Joseph P. Kennedy Sr.
Joseph P. Kennedy Sr., first SEC chair (1940).
Time magazine cover featuring Joseph P. Kennedy Sr. (1935).
Kennedy on the cover of Time (1935).

The following year, Congress passed the Securities Exchange Act of 1934 (15 U.S.C. § 78a) to regulate the so-called "secondary market." This market captures the ongoing trading of stocks and bonds between independent investors on exchanges like the New York Stock Exchange. While the 1933 Act focused on the companies issuing the stock, the 1934 Act defined legal authority over issues pertaining to the marketplace itself, bringing stock exchanges, brokers, and dealers under federal oversight. Section 4 of the 1934 Act specifically created the SEC as the agency to oversee both laws, taking over the FTC’s previous duties.

Over time, later laws such as the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the 2002 Sarbanes–Oxley Act expanded the SEC’s authority to regulate mutual funds, investment advisers, and public company auditing and reporting.

In 1934, Roosevelt named his friend Joseph P. Kennedy, a self-made multimillionaire, financier, and leader among the Irish-American community, as chairman of the SEC. Roosevelt chose Kennedy partly based on his experience on Wall Street.[17] Two of the other five commissioners were James M. Landis and Ferdinand Pecora. Kennedy added a number of intelligent young lawyers to the SEC staff, including William O. Douglas and Abe Fortas, both of whom later became Supreme Court justices.[18]

Another of Kennedy’s early appointees was David Saperstein, a former associate counsel to the Pecora Commission who helped draft the Securities Exchange Act of 1934. As the SEC’s first Director of the Trading and Exchange Division, Saperstein oversaw the registration of brokers and dealers, the creation of the first federal rules for over-the-counter markets, and issued early policy interpretations—such as the 1937 Saperstein Interpretation—that shaped the Commission’s approach to market structure and conflicts of interest.[19][20]

Kennedy's team defined four missions for the new commission: (1) to restore investor confidence in the securities market, which had practically collapsed; (2) to restore integrity to securities markets by prosecuting and eliminating fraudulent and unsound practices targeting investors; (3) to end million-dollar insider trading by top officials of major corporations; and (4) to establish a complex and universal system of registration for securities sold in America, with a clear-cut set of deadlines, rules and guidelines. The SEC succeeded; Kennedy reassured the American business community that they would no longer be deceived and tricked and taken advantage of by Wall Street. He became a cheerleader for ordinary investors to return to the market and enable the economy to grow again.[18]

Later SEC commissioners and chairmen include William O. Douglas, Jerome Frank, and William J. Casey.

21st century

In 2019, the Securities and Exchange Commission Historical Society introduced an online gallery to illustrate changes in the US securities market structure since the 1930s. The online gallery features a narrative history supported by dozens of documents, papers, interviews, photos and videos.[21]

Organization

A five-member Commission governs the SEC. Its members vote on major agency actions, and the agency is supported by headquarters divisions, specialized offices, and a network of regional offices.

Commission composition and members

The commission has five commissioners who are appointed by the president of the United States. No more than three commissioners may belong to the same political party. 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. Their terms last five years and are staggered so that one commissioner’s term expires each year on June 5. A commissioner may remain in office for up to eighteen months after the term expires.

The current commissioners as of January 7, 2026:[22]

Name Party Took office Term expires (statutory)
Chair: Paul S. Atkins Republican April 21, 2025 June 5, 2026
Hester Peirce Republican January 11, 2018 June 5, 2025
Mark Uyeda Republican June 30, 2022 June 5, 2028
Vacant N/a
Vacant N/a

The chair position

The president appoints the commissioners with Senate confirmation and designates one of these commissioners to serve as the agency's chair.[23] The chair sets priorities, directs the SEC’s staff and divisions, and represents the Commission before Congress, other law‑enforcement agencies, or the public, although most Commission actions still require a majority vote.

For additional information, see:

Divisions

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

Six principal divisions headquartered in Washington, D.C. carry out the SEC's core work: [24]

Corporation Finance
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.
Trading and Markets
The Trading and Markets division oversees self-regulatory organizations (SROs) such as the Financial Industry Regulatory Authority (FINRA) and Municipal Securities Rulemaking Board (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. All trading firms not regulated by other SROs must register as members of FINRA. Individuals trading securities must pass examinations administered by FINRA to become registered representatives.[25]
Investment Management
The Investment Management Division oversees registered investment companies, which include mutual funds, as well as registered investment advisors. These entities are subject to extensive regulation under various federal securities laws.[26] The Division of Investment Management administers various federal securities laws, in particular, the Investment Company Act of 1940 and Investment Advisers Act of 1940.[27] Its responsibilities include 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.
Enforcement
The Enforcement Division investigates violations of the securities laws and regulations to bring legal actions against alleged violators. It is the largest division in terms of both headcount and budget, and its resources have been increased by more than 50% since the 2008 financial crisis.[28] The SEC can bring a civil action in a U.S. District Court, or an administrative proceeding heard by an independent administrative law judge (ALJ). The SEC does not have criminal authority but may refer matters to state and federal prosecutors.
Economic and Risk Analysis
The Economic and Risk Analysis Division (DERA) was created in September 2009 to integrate financial economics and rigorous data analytics into the core mission of the SEC. The division is involved across the entire range of SEC activities, including policy-making, rule-making, enforcement, and examination. As the agency's "think tank", DERA relies on a variety of academic disciplines, quantitative and non-quantitative approaches, and knowledge of market institutions and practices to help the commission approach complex matters in a fresh light. DERA also assists in the commission's efforts to identify, analyze, and respond to risks and trends, including those associated with new financial products and strategies. Through the range and nature of its activities, DERA serves the critical function of promoting collaborative efforts throughout the agency and breaking through silos that might otherwise limit the impact of the agency's institutional expertise. The division's activities include providing detailed, high-quality economic and statistical analyses and specific subject-matter expertise to the commission and other divisions and offices, and developing customized analytic tools and analyses to detect market risks indicative of possible violations of the federal securities laws. Using data, DERA staff create analytic programs designed to detect patterns identifying risks, enabling commission divisions and offices to deploy scarce resources in targeting possible misconduct. DERA also houses the commission's chief economist.[29]
Examinations
The Division of Examinations conducts the SEC's National Exam Program. The division's mission is to protect investors, ensure market integrity, and support responsible capital formation through risk-focused strategies that improve compliance, prevent fraud, monitor risk, and inform policy. The results of the division's examinations are used by the SEC to inform rule-making initiatives, identify and monitor risks, improve industry practices, and pursue misconduct.

Field offices

The SEC maintains 10 regional offices across the United States, which extend the agency’s enforcement and examinations work beyond Washington, D.C.[30]

The New York Regional Office (NYRO) is the SEC’s largest field office. The New York Regional Office (NYRO) has about 400 staff—mostly enforcement attorneys, accountants, investigators, and examiners—and it covers the biggest group of SEC-registered financial firms in the country.[31]

The table lists the federal judicial district for each office’s location for reference.

Office (City, State) States / territories covered (coverage area) Federal judicial district (office location) Official webpage (contact info)
Atlanta, Georgia Alabama, Georgia, North Carolina, South Carolina, Tennessee N.D. Ga. Atlanta Regional Office (SEC contact page)
Boston, Massachusetts Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont D. Mass. Boston Regional Office (SEC contact page)
Chicago, Illinois Kentucky, Illinois, Indiana, Iowa, Michigan, Minnesota, Missouri, Ohio, Wisconsin N.D. Ill. Chicago Regional Office (SEC contact page)
Denver, Colorado Colorado, Kansas, Nebraska, New Mexico, North Dakota, South Dakota, Utah, Wyoming D. Colo. Denver Regional Office (SEC contact page)
Fort Worth, Texas Arkansas, Oklahoma, Texas N.D. Tex. Fort Worth Regional Office (SEC contact page)
Los Angeles, California California (southern); Arizona; Guam; Hawaii; Nevada C.D. Cal. Los Angeles Regional Office (SEC contact page)
Miami, Florida Florida, Louisiana, Mississippi, Puerto Rico, U.S. Virgin Islands S.D. Fla. Miami Regional Office (SEC contact page)
New York City, New York New York, New Jersey S.D.N.Y. New York Regional Office (SEC contact page)
Philadelphia, Pennsylvania Delaware, District of Columbia, Maryland, Pennsylvania, Virginia, West Virginia E.D. Pa. Philadelphia Regional Office (SEC contact page)
San Francisco, California California (northern); Alaska; Idaho; Montana; Oregon; Washington N.D. Cal. San Francisco Regional Office (SEC contact page)

Specialized offices

In addition to its operating divisions, the SEC includes specialized offices. These include:

  • The Office of General Counsel, which represents the agency in federal appellate courts and provides legal advice to the commission and other SEC divisions and offices;
  • The Office of the Chief Accountant, which serves as the commission's principal adviser on accounting and auditing matters and helps establish and interpret the SEC's accounting and auditing policy;
  • The Office of International Affairs, which represents the SEC abroad, 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 Board;
  • The Office of Information Technology, which supports the commission and staff in information technology, including application development, infrastructure operations and engineering, user support, IT program management, capital planning, security, and enterprise architecture;
  • The Office of Inspector General; and
  • The SEC Office of the Whistleblower, which administers the SEC's whistleblower program and provides information to individuals who report possible securities law violations.

Functions and operations

Communications

Comment letters

Comment letters are issued by the SEC's Division of Corporation Finance in response to a company's public filing.[32] This letter, initially private, contains an itemized list of requests from the SEC. Each comment in the letter asks the filer to provide additional information, modify their submitted filing, or change the way they disclose in future filings. The filer must reply to each item in the comment letter. The SEC may then reply back with follow-up comments.[33] This correspondence is later made public.

In October 2001 the SEC wrote to CA, Inc., covering 15 items, mostly about CA's accounting, including 5 about revenue recognition.[34] The chief executive officer of CA, to whom the letter was addressed, pleaded guilty to fraud at CA in 2004.[34]

In June 2004, the SEC announced that it would publicly post all comment letters, to give investors access to the information in them. An analysis of regulatory filings in May 2006 over the prior 12 months indicated, that the SEC had 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 head of the Division of Corporation Finance, told the New York Times in 2006: "We have now resolved the hurdles of posting the information... We expect a significant number of new postings in the coming months."[34]

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 interpretations of the securities laws and, while persuasive, are not binding on the courts.

One such use, from 1975 to 2007, was with the nationally recognized statistical rating organization (NRSRO), a credit rating agency that issues credit ratings that the SEC permits other financial firms to use for certain regulatory purposes.

Whistleblower program

The SEC runs a whistleblower rewards program, which rewards individuals who report violations of securities laws to the SEC.[35][36] The program began in 2011 with the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act and allows whistleblowers to be given 10–30% of the penalties collected by the SEC and other agencies as a result of the whistleblower's information.[37][38][39] As of 2021, the SEC had recovered $4.8 billion in monetary remedies as a result of information obtained through the whistleblower program and had paid out over $1 billion to whistleblowers.[40] As part of the program, the SEC issues a report to Congress each year and the 2021 report is available online.[41]

Relationship to other agencies

In addition to working with various self-regulatory organizations such as the Financial Industry Regulatory Authority (FINRA), the Securities Investor Protection Corporation (SIPC), and Municipal Securities Rulemaking Board (MSRB), the SEC also works with federal agencies, state securities regulators, international securities agencies and law enforcement agencies.[42]

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.[43]

The Securities Act of 1933 was originally administered by the Federal Trade Commission. The Securities Exchange Act of 1934 transferred this responsibility from the FTC to the SEC. The Securities Exchange Act of 1934 also gave the SEC the power to regulate the solicitation of proxies, though some of the rules the SEC has since proposed (like the universal proxy) have been controversial.[44]: 4 [45]: 2  The main mission of the FTC is to promote consumer protection and to eradicate anti-competitive 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 Congress on abuses of monopoly power. The committee was defunded in 1941, but its records are still under seal by order of the SEC.[46]

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.

The Asset Management Advisory Committee (AMAC)[47] was formally established on 1 November 2019, to provide the SEC with "diverse perspectives on asset management and related advice and recommendations". Topics the committee may address include trends and developments affecting investors and market participants, the effects of globalization, and changes in the role of technology and service providers. The committee is composed of outside experts, including individuals representing the views of retail and institutional investors, small and large funds, intermediaries, and other market participants.[48]

While most violations of securities laws are enforced by the SEC and the various SROs it monitors, state securities regulators can also enforce statewide securities blue sky laws.[14] States may require securities to be registered in the state before they can be sold there. National Securities Markets Improvement Act of 1996 (NSMIA) addressed 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.[49]

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.

Major actions, rulemaking, and controversies

List of major SEC enforcement actions (2009–12)

The SEC's Enforcement Division took a number of major actions in 2009–12.

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.[50][51]

The SEC investigated cases involving individuals attempting to manipulate the market by passing false rumors about certain financial institutions. The commission has also investigated trading irregularities and abusive short-selling practices. Hedge fund managers, broker-dealers, and institutional investors were also asked to disclose under oath certain information pertaining to their positions in credit default swaps. The commission also negotiated 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.

Enforcement actions in the cryptocurrency area

On June 5, 2023, the SEC filed 13 charges against Binance entities and its founder Changpeng Zhao, citing allegations of mishandling customer funds and operating without proper registration.[52][53] The following day, the SEC charged Coinbase for operating as an unregistered securities exchange, broker, and clearing agency, further signaling its intensified scrutiny of major players in the industry.[54][55]

A key point of contention between the SEC and the crypto industry lies in defining what constitutes a security. The SEC applies the Howey Test, derived from a 1946 U.S. Supreme Court decision, which defines a security as "an investment of money in a common enterprise with profits to come solely from the efforts of others."[56] The agency has classified many crypto assets as securities based on this test, asserting that their value often depends on the efforts of developers or other central parties behind blockchain projects. Critics argue that the test is outdated and ill-suited to the decentralized nature of cryptocurrencies, leaving regulatory definitions unclear and fostering uncertainty. Research by economists found that unpredictable SEC enforcement actions under Gensler, classifying cryptocurrencies as securities without clear guidelines, caused prolonged destabilization in crypto markets.[57] Unclear guidelines raise doubts about the agency's ability to maintain fair and orderly markets.

In December 2025, the Securities and Exchange Commission provided the Depository Trust & Clearing Corporation (DTCC) with a no-action letter that allows the organization to hold and record tokenized equities and other real-world assets on blockchain networks. The authorization enables DTCC to deliver tokenization-related services on approved blockchains for a period of three years.[58]

Cybersecurity risk disclosure

On July 26, 2023, the SEC adopted the Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure rule to encourage public companies to more transparently and effectively manage and disclose cybersecurity risk. However, according to a CIO analysis of a proposed AI disclosure rule and its connection to the earlier cybersecurity disclosure regime, some experts argue that the cybersecurity rule’s broad, materiality-based thresholds and reliance on company-defined terms create challenges for consistent reporting, as many disclosures have resorted to boilerplate language and offered limited investor insight.[59]

Climate disclosure rule

In 2024, the SEC adopted a climate-disclosure rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors.[60] The rule would require certain climate-related disclosures in registration statements and annual reports, but the SEC stayed the rule in April 2024 pending judicial review, and in March 2025 the Commission voted to end its defense of the rule.[61][62]

Regulatory failures

The SEC has been criticized "for being too 'tentative and fearful' in confronting wrongdoing on Wall Street", and for doing "an especially poor job of holding executives accountable".[63][64]

Christopher Cox, the former SEC chairman, has recognized the organization's multiple failures in relation to the Bernard Madoff fraud.[65] Starting with an investigation in 1992 into a Madoff feeder fund that 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.[66] The SEC has been accused of missing numerous red flags and ignoring tips on Madoff's alleged fraud.[67]

As a result, Cox said that an investigation would 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".[68] SEC assistant director of the Office of Compliance Investigations Eric Swanson had met Madoff's niece, Shana Madoff, when Swanson was conducting an SEC examination of whether Bernard Madoff was running a Ponzi scheme because she was the firm's compliance attorney. The investigation was closed, and Swanson subsequently left the SEC, and married Shana Madoff.[69]

Approximately 45 percent of institutional investors thought that better oversight by the SEC could have prevented the Madoff fraud.[70] Harry Markopolos complained to the SEC's Boston office in 2000, 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 said he used.[71]

In June 2010, the SEC settled a wrongful termination lawsuit with former SEC enforcement lawyer Gary J. 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. Government Accountability Project.</ref> Mary Jo White, who later served as chair of the SEC, was at the time representing Morgan Stanley and was involved in this case.[72] 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. The Senate released a report in August 2007 detailing the issue and calling for reform of the SEC.[73]

On September 26, 2016, Democratic senator Mark Warner sent a letter to the SEC, asking them to evaluate whether the current disclosure regime was adequate, citing the low number of companies' disclosures to date.Volz, Dustin. "Yahoo hack may become test case for SEC data breach disclosure rules". Reuters. Retrieved December 13, 2016.</ref>[74]

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.[75] According to POGO, in the prior two 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 the 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.[76]

In a 2011 article by Matt Taibbi in Rolling Stone, former SEC employees were interviewed and commented negatively on the SEC's Office of the Inspector General (OIG). Going to the OIG was "well-known to be a career-killer".[77]

Because of concerns raised by David P. Weber, former SEC chief investigator, regarding conduct by SEC inspector general H. David Kotz, Inspector General David C. Williams of the U.S. Postal Service was brought in to conduct an independent, outside review of Kotz's alleged improper conduct in 2012.[78] Williams concluded in his 66-page Report that Kotz violated ethics rules by overseeing probes that involved people with whom he had conflicts of interest due to "personal relationships".[78][79] The report questioned Kotz's work on the Madoff investigation, among others, because Kotz was a "very good friend" with Markopolos.[79][80][81][82] It concluded that while it was unclear when Kotz and Markopolos became friends, it would have violated U.S. ethics rules if their relationship began before or during Kotz's Madoff investigation.[79] The report also found that Kotz himself "appeared to have a conflict of interest" and should not have opened his Stanford investigation, because he was friends with a female attorney who represented victims of the fraud.[80]

Destruction of documents

According to former SEC employee and whistleblower Darcy Flynn, also reported by Taibbi, the agency routinely destroyed 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 the SEC in which top staff discussed refusing to admit the destruction had taken place, because it was possibly illegal.[77]

Iowa Republican senator 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 Sturm College of 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.[83]

Freedom of Information Act processing performance

In the latest Center for Effective Government analysis of 15 federal agencies which receive the most Freedom of Information Act (FOIA) requests published in 2015 (using 2012 and 2013 data, the most recent years available), the SEC was among the 5 lowest performers, earned a D− by scoring 61 out of a possible 100 points, i.e. did not earn a satisfactory overall grade. It had deteriorated from a D− in 2013.[84]

Media portrayal

Leonardo DiCaprio, who portrays Jordan Belfort in The Wolf of Wall Street.

The SEC has appeared in many films and television series about Wall Street, corporate misconduct, and financial fraud. In these portrayals, the agency typically appears as a law enforcement body, investigating insider trading, money laundering, accounting fraud, or some other money-related wrongdoing.

A notable example is the Wall Street (1987), directed by Oliver Stone, in which the SEC serves as a check against what the movie portrays as culture of aggressive and morally dubious deal-making. In the movie, Bud Fox (Charlie Sheen), an ambitious young broker, advances by passing material non-public information to corporate raider Gordon Gekko (Michael Douglas), then turns against him as the SEC investigation closes in. Another prominent example is The Wolf of Wall Street (2013), a movie presenting a rise-and-fall story centered on Jordan Belfort and the Stratton Oakmont boiler room, depicting penny stock manipulation, pump-and-dump excess, and eventual legal exposure.[86] As Jordan's fraud ramps up, the SEC closes in on him and his illegal dealings. In Steven Soderbergh’s thriller Side Effects (2013), insider trading and stock manipulation are folded into a psychological thriller. Emily Taylor (Rooney Mara), whose husband Martin (Channing Tatum) has served prison time for insider trading, becomes caught up in a scheme involving her psychiatrist Dr. Jonathan Banks (Jude Law) and her former doctor, Dr. Victoria Siebert (Catherine Zeta-Jones). Emily Taylor—cooperating with authorities after the scheme collapses—meets her former psychiatrist Dr. Victoria Siebert while wearing a wire, during which Siebert warns her about the imminent SEC charges for securities fraud, only for Siebert to be arrested moments later based on the recorded confession.

On television, Arrested Development (2003–2019) uses the SEC as part of Bluth family’s corporate fraud and financial misconduct with SEC agents appearing as early as the first episode, including on raid boats targeting the family’s operations. Based on a true story, Netflix’s 2024 documentary Bitconned depicts the SEC’s role in the Centra Tech initial coin offering case, in which the company fraudulently raised $32 million.[87] The film recounts how the company promoted a purported “Centra Card” debit card, claimed partnerships with Visa and U.S. Bancorp, and used fake executive biographies, including a purported Harvard MBA degree. It also describes the disappearance of the purported chief executive, reported as a fatal car accident, as scrutiny of the project intensified. The SEC served subpoenas in February 2018 and soon afterward charged Centra Tech and its promoters in civil and criminal proceedings in the SDNY. In the documentary, the SEC investigation marks a turning point in the collapse of the fraudulent scheme.[88][89]

See also

References

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