Page images
PDF
EPUB

Board furnishes renegotiation information to Government agencies, as necessary for the furtherance of the procurement activities of such agencies. In addition, the Board, through its Office of Screening, Compliance, and Exemptions, assists small contractors in fulfilling their filing responsibilities under the act.

Sources of Information

GENERAL INFORMATION

Requests for general information about renegotiation should be directed to the Renegotiation Board, 2000 M Street NW., Washington, D.C. 20446, as follows: on matters relating to filing requirements and exemptions, to the Director, Office of Screening, Compliance, and Exemptions; on matters relating to interpretations of the act or regulations, to the General Counsel; on matters relating to employment with the Board, to the Director, Office of Administration; on matters of a general nature, to the Director, Office of Planning and Development; and on matters relating to Freedom of Information requests, to the Public Information Officer. All requests made pursuant to the Freedom of Information Act should have the initials F.O.I.A. boldly printed on the envelope to expedite handling within the Board.

Rules for the time, place, and manner of filing information or requests

with the Board and the regional boards in the course of renegotiation proceedings are set forth in the Renegotiation Board Regulations.

FREEDOM OF INFORMATION LIBRARY

Regulations, interpretations, agreements, orders, decisions on exemption matters, and other records available to the public may be inspected in the Freedom of Information Library of the Board's headquarters in Washington, D.C.

RENEGOTIATION REPORTS

Forms and instructions for filing renegotiation reports may be obtained from the Office of Screening, Compliance, and Exemptions at the headquarters of the Board, and from the chairmen of the respective regional boards. Such materials may also be picked up at the field offices of the Department of Commerce.

PUBLICATIONS

The Renegotiation Board Regulations and current supplements including Bulletins and Rulings, may be purchased by subscription from the Superintendent of Documents, Government Printing Office, Washington, D.C. 20402.

For further information, contact the Office of Administration, Renegotiation Board, 2000 M Street NW., Washington, D.C. 20446. Phone, 202-254-8266.

[blocks in formation]

Director, Division of Corporation Finance__
Director, Division of Corporate Regulation---
Director, Division of Enforcement_---

Director, Division of Investment Management....
Director, Division of Market Regulation.---
Chief Accountant__

Chief Administrative Law Judge---

Director, Office of Opinions and Review.

Comptroller --

Director, Office of Data Processing-.

RICHARD H. ROWE. AARON LEVY. STANLEY SPORKIN. ANNE P. JONES.

LEE A. PICKARD. (VACANCY).

WARREN E. BLAIR. BERNARD WEXLER. (VACANCY).

RALPH L. BELL.

Director, Directorate of Economic and Policy Research__ RIChard Zecher.

[blocks in formation]

[For the Securities and Exchange Commission statement of organization, see Code of Federal Regulations, Title 17, Part 200]

The Securities and Exchange Commission (SEC) provides the fullest possible disclosure to the investing public and protects the interests of the public and investors against malpractices in the securities and financial markets.

The Securities and Exchange Commission was created under authority of the Securities Exchange Act of 1934 (48 Stat. 881; 15 U.S.C. 78a to 78jj), and was organized on July 2, 1934. The Commission also serves as adviser to United States district courts in connection with reorganization proceedings for debtor corporations in which there is a substantial public interest. The Commission also has certain responsibilities under section 15 of the Bretton Woods Agreements Act of 1945 (59 Stat. 512; 22 U.S.C.A. 286–286k) and section 851(e) of the Internal Revenue Code of 1954 (68A Stat. 3; 26 U.S.C.A. 851(e)).

The Commission is vested, inter alia, with quasi-judicial functions. Persons aggrieved by its decisions in the exercise of those functions have a right of review by United States courts of appeals.

FULL AND FAIR DISCLOSURE

The Securities Act of 1933 requires issuers of securities making public offerings of securities in interstate commerce or through the mails, directly or by others on their behalf, to file with the

Commission registration statements containing financial and other pertinent data about the issuer and the securities being offered. A similar requirement applies to such offerings on behalf of a controlling person of the issuer. Unless a registration statement is in effect with respect to such securities, it is unlawful to sell the securities in interstate commerce or through the mails. (There are certain limited exemptions, such as Government securities, nonpublic offerings, and intrastate offerings, as well as offerings not exceeding $500,000 in amount which comply with the Commission's Regulation A.) The effectiveness of a registration statement may be refused or suspended after a public hearing, if the statement contains material misstatements or omissions, thus barring sale of the securities until it is appropriately amended. Registration of securities does not imply approval of the issue by the Commission or that the Commission has found the registration disclosures to be accurate. It does not insure investors against loss in their purchase, but serves rather to provide information upon which investors may

[graphic][merged small][subsumed][subsumed][ocr errors][merged small][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][ocr errors][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][subsumed][merged small][merged small][subsumed][subsumed][subsumed]

make an informed and realistic evaluation of the worth of the securities.

Persons responsible for filing false information with the Commission subject themselves to the risk of fine or imprisonment or both; and persons connected with the public offering may be liable in damages to purchasers of the securities if the disclosures in the registration statement and prospectus are materially defective. Also, the above act contains antifraud provisions which apply generally to the sale of securities, whether or not registered (48 Stat. 74; 15 U.S.C. 77a et seq.).

REGULATION OF SECURITIES MARKETS, BROKERS, AND DEALERS

The Securities Exchange Act of 1934 requires all national securities exchanges and national securities associations to register with the Commission and to adopt rules which are designed, among other things, to promote just and equitable principles of trade. The Commission is given broad powers to alter or supplement rules of exchanges if such action appears to be necessary or appropriate for the protection of investors or to insure fair dealing in listed securities or fair administration of exchanges, and to abrogate rules of an association if such action appears to be necessary or appropriate to assure fair dealing by members, to assure fair administration, or otherwise to protect investors.

The Securities Exchange Act also requires the filing of registration applications and annual and other reports with national securities exchanges. and the Commission by companies whose securities are listed upon the exchanges, by companies which have assets of $1 million or more and 500 or more shareholders of record, and by companies which distributed securities. pursuant to a registration statement declared effective by the Commission under the Securities Act of 1933. Such applications and reports must contain. financial and other data prescribed by the Commission as necessary or appro

priate for the protection of investors and to insure fair dealing. In addition, the solicitation of proxies, authorizations or consents from holders of such registered securities must be made in accordance with rules and regulations prescribed by the Commission. These rules provide for disclosures to securities holders of information relevant to the subject matter of the solicitation.

Disclosure of the holdings and transactions by officers, directors, and large (10 percent) holders of equity securities of companies is also required, and any and all persons who acquire more than 5 percent of certain equity securities are required to file detailed information with the Commission and any exchange upon which such securities may be traded. Moreover, any person making a tender offer for certain classes of equity securities is required to file reports with the Commission, if as a result of the tender offer, such person would own more than 5 percent of the outstanding shares of the particular class of equity security involved. The Commission also is authorized to promulgate rules governing the repurchase by a corporate issuer of its own securi

ties.

Brokers and dealers who engage in any over-the-counter securities business must register with the Commission. In addition, the Commission has broad rulemaking authority with respect to, among other things, short sales, the trading of options on national securities exchanges, stabilizing transactions, floor trading, and the activities of specialists and odd-lot dealers. The Commission also is authorized to adopt rules concerning the financial responsibility of brokers and dealers, and rules specifying the reports to be made by brokers and dealers. The Securities Exchange Act also empowers the Board of Governors of the Federal Reserve System to prescribe rules relating to the extensions of credit by brokers and dealers for securities transactions. Such rules include the establishment of minimum margin requirements with re

spect to securities registered on national securities exchanges and certain securities traded over-the-counter (48 Stat. 881; 15 U.S.C. 78a et seq.).

REGULATION OF MUTUAL FUNDS AND OTHER INVESTMENT COMPANIES

The Investment Company Act of 1940 provides for the registration with the Commission of investment companies and subjects their activities to regulation to protect investors. The regulation covers sales and management fees, composition of boards of directors and capital structure. Also, various transactions of investment companies, including transactions with affiliated interests, are prohibited unless the Commission first determines that such transactions are fair. Under the act, the Commission may institute court action to enjoin the consummation of mergers and other plans of reorganization of investment companies if such plans are unfair to security holders. It also may impose sanctions by administrative proceedings against investment company managements for violations of the act and other Federal securities laws, and file court actions to enjoin acts and practices of management officials involving breaches of fiduciary duty involving personal misconduct and to disqualify such officials from office (54 Stat. 789; 15 U.S.C. 80a1-80a-52).

REGULATION OF COMPANIES
CONTROLLING ELECTRIC OR GAS
UTILITIES

The Public Utility Holding Company Act of 1935 provides for regulation by the Commission of the purchase and sale of securities and assets by companies in electric and gas utility holding company systems, their intrasystem transactions and service and management arrangements. It limits holding companies to a single coordinated utility system and requires simplification of complex corporate and capital structures and elimination of unfair distri

bution of voting power among holders of system securities.

The issuance and sale of securities. by holding companies and their subsidiaries, unless exempt (subject to conditions and terms which the Commission is empowered to impose) as an issue expressly authorized by the State commission in the State in which the issuer is incorporated, must be found by the Commission to meet statutory standards, namely: that the new security is reasonably adapted to the security structure and earning power of the issuer; that the proposed financing is necessary and appropriate to the economical and efficient operation of the company's business; that the consideration received, and fees, commissions, and other remuneration paid, are fair; and that the terms and conditions of the sale are not detrimental to investors, consumers, or the public.

The purchase and sale of utility properties and other assets may not be made in contravention of rules, regulations, or orders of the Commission regarding the consideration to be received, maintenance of competitive conditions, fees and commissions, accounts, disclosure of interest, and similar matters. In passing upon proposals for reorganization, merger, or consolidation, the Commission must be satisfied that the objectives of the act generally are complied with and that the terms of the proposal are fair and equitable to all classes of security holders affected (49 Stat. 803; 15 U.S.C. 79-92z-6).

REGULATION OF INVESTMENT
COUNSELORS AND ADVISERS

The Investment Advisers Act of 1940 provides that persons who, for compensation, engage in the business of advising others with respect to their security transactions must register with the Commission. The act prohibits certain types of fee arrangements, makes unlawful practices of investment advisers involving fraud or deceit and requires, among other things, disel

« PreviousContinue »