Responsibilities for Offering of Securities Essay

knowledge of said investors because of his employment at Schwab. If they can do so, it is

The US Securities and Exchange Commission (SEC) is the US federal agency that holds the primary mandate to enforce federal securities laws and regulations to control the securities industry and the country’s stock exchange and regulation of all activities and organizations including the US electronic securities market. The SEC is committed to promoting a market environment that yields public trust characterized by integrity to attain its mission of protecting investors through maintenance of fair and efficient markets through facilitation of capital information (Basagne, 2010). The SEC financing is a major area of focus since there has been major concern regarding the SEC agency financing and whether they utilize the

The Securities and Exchange Commission has the mission of protecting investors by maintaining fair, orderly and efficient markets. The SEC does this in a number of ways, and firms need to pay attention to these ways in order to ensure SEC compliance. The SEC has enforcement authority over a number of areas related to the nation's capital markets, including insider trading, accounting fraud, and providing false information. The SEC's jurisdiction extends to all securities that are traded publicly. Privately-held companies do not need to register with the SEC (SEC.gov, 2012).

For instance, the funds owed the company by the Rigas family went undisclosed in the statements, because the management at Adelphia deemed such disclosure as being “unnecessary” (Barlaup, Hanne, & Stuart, 2009). Given that Adelphia was a publicly traded company, the purposeful non-disclosure caused potential investors to rely on financial records that were grossly misleading. The inevitable result was the investors continued to inject money into a company that had all the appearances of profitability and sustained growth, but that was, in reality, rapidly becoming insolvent. Moreover, lending institutions also relied on the “independently-audited” financial statements, and they were more than eager to loan the company money, given Adelphia’s presumed state of financial “profitability.”

As consultants for Ancher Public Trading (APT), Learning Team A would like to discuss the implications of the Sarbanes-Oxley (SOX) legislation. This memorandum provides a brief history of SOX¡¦s creation, explains the relationship amongst the FASB, SEC and PCAOB, describes the pros and cons of SOX, assesses the impacts of SOX, and lists ethical considerations of SOX.

In order to ensure effective regulation, the Sarbanes-Oxley legislation contains eleven sections that describe responsibilities of corporate boards (Engel, Hayes, & Wang, 2007). In case these responsibilities are not performed, criminal penalties are applied. The need for stricter financial governance laws created the global trend and such countries as Canada, Germany, France, Australia, Israel, Turkey and others also enacted the same type of regulations (Damianides, 2005). Today, the Sarbanes-Oxley legislation continues to play a fundamental role in the process of protecting the rights of investors and supporting a high level of investment attractiveness of the United States and companies that operate in the country. That is why this particular legislation can be considered as extremely benefiting for the national economy as well as investors.

The Sarbanes-Oxley Act was devised and designed to protect shareholders, as well as the public, from errors in corporate accounting and fraudulent business practices. All publicly traded companies, no matter their size, are required to comply with the terms of the Act. The Act was not only created to regulate corporate business practices, but also was created with the intention to help gain back the public’s trust in large, publicly traded corporations. The Act helps the Security Exchange Commission (SEC) in regulating companies and making sure these

The U.S. Securities and Exchange Commission (SEC) is in place to ensure that people who invest in publicly traded companies are protected, and that an efficient market is maintained in a fair and orderly fashion. The SEC has put in place several laws and rules to ensure that all investors have access to certain financial information before they buy stock in a company. This information is to remain public and readily available as long as the company is publicly traded. This means that the companies that are publicly traded must disclose this financial and other related information to anyone who requests it. Most companies have it posted online on their company website. These rules and laws ensure that investors are making informed decisions both before they buy stock and the entire

A lot has been made, perhaps without justification, of the July 30, 2002 passage of H.R. 3763, The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley" or The Act). Having read the Act, I suspect that the great praise is unfounded. I intend to address three issues presented within the act. First, I will address stock options as considered (or neglected, as the case may be) by Sarbanes-Oxley. Second, I will address the creation of a Commission designed to oversee audits and corporate accounting practices, and the potential efficacy of this Commission. Finally, I will address the modifications to the Federal Sentencing Guidelines as it relates to corporate fraud.

Title IX also requires the Securities & Exchange Commission to conduct studies on the financial literacy levels of retail investors and the current rules and regulations concerning brokers, dealers and investment advisors. The Government Accountability Office is also required to conduct studies on the potential conflicts of interest between the investment bankers and analysts within the same firm and on mutual fund advertisements with a particular focus on the use of past performance data in marketing

There used to be a time in the United States when there were no regulations in place to protect the public from corporate greed and deceit. Publically traded companies used the auditors they had on retainer to audit their financial statements. There was no reason to believe that such large corporations would allow their share holders to fall. That fairytale came to an end with the discovery of the Enron and WorldCom scandals. These nightmares made the public “wake up” and realize that nothing was required of these companies to prove their statements or protect their shareholders. Regulation was

This is called insider trading and is one of the acts that the SEC is responsible for stopping. One of the most famous cases occurred in late 2001 in which one of America’s most famous woman was arrested. This person was Martha Stewart someone who everyone in America has seen on T.V. countless times. Stewart who owned four thousand shares of ImClone stock was imprisoned for five months after being found guilty of insider trading by the SEC. The C.E.O of the company ImClone, Sam Waksal was found to be the main culprit in the case. Waksal discovered that his company would be taking a huge hit in the stock market. The C.E.O urged his broker to sell the stock because if he were too keep it would have lost hundreds of thousands of dollars. When asking his broker to dump the stock a natural instinct took over and the broker knew that something was going to happen to the company forcing its stock to drop. Waksal and Stewart however shared the same broker, when the news was conveyed to the broker Martha was urged to sell her stocks. After she did the SEC charged her with insider trading for selling her stock with illegal information. Even though Martha did not directly receive the information she still used critical information that was only available to a select few in her favor. This forced the SEC to carry out its purpose and maintain fair, orderly, and efficient

The fiduciary duty to shareholders is also present in common law as a duty amongst two people committing a transaction, where “one who fails to disclose material information prior to … a transaction commits fraud only when he is under a duty to do so” (445 U.S. 229). It then describes that duty as a result of “a fiduciary or other similar relation of trust and confidence between them” (445 U.S. 229). The importance of this fiduciary duty is clear, and it is uncontested that Maher Kara owed that duty to Citigroup. By disclosing confidential information to anyone, much less his brother, Maher Kara was in violation of that duty.

This paper provides an in-depth evaluation of Sarbanes-Oxley Act, which is said to be promoted to produce change in the corporate environment, in general, by stressing issues of public accountability and disclosure in the financial operations of business. It explains how this is an Act that represents the government's and the Security and Exchange Commission's concern in promoting ethical standards in terms of financial disclosure in the corporate environment.

Normally, the underwriter’s agreement can come in two basic forms: Firm Commitment and Best Efforts. Using a Firm Commitment arrangement the investment bank will acquire all the new shares from the issuing firm and then be responsible to market it to the public. The compensation for the investment bank is the spread between their purchase price and public offering price. Using this method, the investment bank undertakes the full risk of not being able to sell all the shares at the determined price. By the best effort arrangement, the investment bank assists the issuing firm to sell their shares. The investment bank serves as an intermediary between the potential investors and the issuing