Securities and Exchange Acts of 1933 and 1934 Georgia CTAE Resource Network Curriculum Office, February 2009 To accompany curriculum for the Georgia Peach State Career Pathways February 2009, Philip Ledford & Dr. Frank Flanders Teacher’s note: Sometimes these two acts are called “the truth in securities acts”. Because it required accountancy for all forms of securities that would be transferring ownership. It required all accountants to make record of every transactions of money.

Understanding and Essential Questions • Enduring Understanding The Securities and Exchange Acts of 1933 and 1934 established the Securities and Exchange Commission. It also required accountants to follow strict procedures called standard accounting practices. Overall accounting is now conducted more honestly since the acts were passed. • Essential Questions •How did the acts shape the future of accounting. •Why is it important to accountants as professionals to have these rules set in place.

Objectives • Explain what securities are. • Discuss why the Securities Acts were passed. • Explain what the Securities Acts did. • Discuss what the Securities Acts did for the future of accounting. • Identify and Explain the different types of fraudulent activities.

A Quick Overview of Accounting • Accounting is the system of records, reporting, and verifying financial assets, income, and expenses into ledgers. • This financial information is used by lenders, banks, investors, and many other financial and business authorities to allocate finances, expenses and to make informed financial decisions for their companies and businesses.

The Future of Accounting • The two acts shifted accountancy in a new direction by passing laws that required accountants to record multiple accounts and more detailed accounts for businesses and investors. • The Securities Act of 1933 and 1934 not only shifted the way accountancy was done, but it also paved the way for a better future for accountants as professionals.

The Future of Accounting (con’t) • The two acts caused significant increase in the necessity of accountants, and a variety of different types of accounting including tax accounting, management accounting, financial accounting and open-book accounting. • After the passing of the two laws accounting as a professional career has only since expanded and improved. There are colleges all over the world that specialize in accounting, and prepare students to take accounting skills and make them highly profitable.

The Future of Accounting (con’t) • Accountants are used by many different types of businesses like law firms, hospitals, public services, small and large businesses, and corporations. • Accountants are even hired by high grossing individuals like movie actors and athletes.

Securities and the Stock Market •What are “securities”? • Securities are negotiable investment having financial value. Any note, stock, treasury stock, bond, debenture, certificate of interest or participation in any profit-sharing agreement, are all considered securities. • The most common example of a security would be if an individual bought a part of ownership (stock) in a company. Literally, that part of ownership in the company that the individual bought is a security. This ownership in a company or security can then be sold willingly by the investor. Teacher’s notes: Basically a security is any notable form of value.

Securities and the Stock Market (con’t) • Where are securities bought and sold? •Securities are bought and sold in stock markets. Some of the more popular markets are the New York Stock Exchange and the American Stock Exchange. Teacher’s notes : *Other stock markets are Cincinnati Stock Exchange, Philadelphia Stock Exchange and Pacific Stock Exchange

Securities and the Stock Market (con’t) • Types of Stock Market • The overall market is called the Capital Market. The Capital Market includes the bond markets and the stock markets, but consists of the Primary market and the Secondary market.

Securities and the Stock Market (con’t) • The Primary market is where new securities such as brand new stocks and bonds are bought and sold to investors. • The Secondary market is where already issued securities are bought and sold between investors. This market is usually done on an exchange such as the New York Stock Exchange.

The Stock Market Crash. • Shortly after the 1929 stock market crash and during the upcoming Great Depression the Securities Act of 1933 was signed into law by President Franklin D. Roosevelt. • The Securities Act of 1933 as a part of the New Deal, was the first major federal legislation to regulate the offer and sale of securities.

Securities Act of 1933 (con’t) • Two major objectives of the 1933 Securities Act. • To require that investors receive significant information handling securities being offered for public sale. • To prohibit dishonest, misrepresentations, and other fraud in the sale of securities to the public.

Securities Act of 1933 (con’t) • The Ideas of the 1933 Securities Act. • The underlying idea of the 1933 Act was that issuers (i.e., a company) should provide investors with adequate information about the issuer of the securities and the securities itself. This allows the potential investor to make an informed decision to invest in a companies securities.

Securities Act of 1933 (con’t) • The Ideas of the 1933 Securities Act. • Issuers must register securities with the Securities and Exchange Commission. The SEC is a federal agency overseeing the securities market and enforcing federal securities laws. • Having issuers register information about themselves and the securities discouraged bad behavior and regulated deals fairly.

Securities Exchange Act of 1934 • Why another securities act? • Following the 1933 act, the 1934 act required issuers to follow similar procedures as the 1933 act but for the secondary market instead of the primary market. The 1934 act gave a large amount of power to the Securities and Exchange Commission to over see a all aspects of security industry, which included the secondary market.

Securities Exchange Act of 1934 (con’t) • Two major objectives of the 1934 Securities Act. • The Securities Exchange Act of 1934 was passed regulating and overseeing the secondary market where already issued securities are bought and sold. • The 1934 act also gives power the SEC to require periodic reporting of information by companies with publicly traded securities. Teacher’s notes: The 1934 act basically gave the Securities Exchange Commission their authority and power to discipline any dishonest behavior conducted in the securities industry.

Securities Exchange Act of 1934 (con’t) • The Ideas of the 1934 Securities Act. • The underlying idea of the 1934 act is closely similar to that of the 1933 act. The difference is that the ’34 act regulates the secondary market instead of the primary. • The secondary market consists of already issued securities. The secondary market refers to assets that have been recently used. Alternative uses for existing products are also included in the secondary market.

Securities Exchange Act of 1934 (con’t) •The Ideas of the 1934 Securities Act. • A main area in the 1934 act was the regulation of the actual places where securities are bought and sold (e.g., New York Stock Exchange). At these places agents of exchange work as “middlemen” for competing interests. The job of the agent is to keep price continuity and liquidity (how quickly and cheaply an asset can be converted into cash) in the market.

Securities Exchange Act of 1934 (con’t) • Fraud Protection and Sarbanes-Oxley •Another important section of the Securities and Exchange Acts was to make the conduct of the securities industry as transparent (truthful) as possible. The fact that public entities could archive and review almost all actions taken place in the market lowered criminal and fraudulent activities. •In 2002 after the Arthur Anderson, Enron and WorldCom scandal, another securities act was put into place called Sarbanes-Oxley. This act would restore confidence in public accounting and securities management and increase executive awareness and accountability. More details on this act is explained in a different lesson.

Types of Fraud • Security Fraud – Security fraud is when investors are deceived by untrue statements on any form of securities. Usually resulting in a loss of money on the investors half. Basically, investors that have lost investments due to false statements regarding their securities have been victims of security fraud. Among other fraudulent security activities are corporate fraud, accountant fraud, and mutual fund fraud. - Insider Trading – The trading of a corporations securities by individuals with access to non-public information pertaining the securities or the company. Teacher’s notes: Insider trading is technically considered a securities fraud. But not all insider trading is illegal, it is only illegal if material non-public information is taken advantage of. For example if an individual working for a company sells his share of stocks the day before the company publicly announces that the companies stock will drastically declined. The individual used non-public information to his advantage, that is illegal.

Types of Fraud (con’t) • Bank Fraud – Bank fraud is when money is fraudulently received from a financial institute (bank). Credit card fraud, check-kiting, check forging, non-disclosure on loan applications, and unauthorized use of automatic teller machines (ATMs) among other frauds are all considered bank frauds. • Money Laundering – Engaging in financial transactions to hide the identity, or source of illegally obtained money. In earlier years this method was used mostly by organized crime groups. • Embezzlement – The act of untruthfully, and secretly taking assets (usually financial) from whom ever said assets are entitled to. Teacher’s notes: Money Laundering is basically the act of hiding or masking the real source of illegally obtained money. For example a person who receives money for selling illegal drugs may start a fake small business and record the money they make from selling illegal drugs as a profit of their fake business. Embezzlement is basically the theft of assets (usually money) from who ever the assets belong to. An example would be if a cashier were secretly taking small amounts of money from their employer. Or if an accountant was secretly taking large amounts of money over long periods of time from the company that he is employed at.

Types of Fraud (con’t) • Ponzi Scheme – A scheme named after Charles Ponzi who used a scheme that made him millions in 1920. A Ponzi scheme is when an individual entices an investor with an extraordinary return rate on some sort of investment they make. The trick is to get the investor to keep investing his profit further into the investment. Over time more investors come, and only a fraction of the profit is given back, the rest is kept Teacher’s notes: Bank Fraud is basically taking money from a bank in ways that are illegal. Money Laundering is basically the act of hiding or masking the real source of illegally obtained money. For example a person who receives money for selling illegal drugs may start a fake small business and record the money they make from selling illegal drugs as a profit of their fake business.

Types of Fraud (con’t) • Making False Statements – Making untrue statements to or concealing information from the federal government is legally considered “making false statements”. Companies that hide records of losses in money or other financial assets would be tried for making false statements. Companies that record a gain of more money than what was actually gained would be considered making false statements.

Securities Acts Summary • What did the Two Securities Acts basically do? • Set up a required registration of securities of all kinds. • Required all information on securities to be transparent (honest and publicly available). • Required mandatory periodical reporting of information by companies with publicly traded securities. • Identified and prohibited certain types of conduct within the markets. • Granted the SEC with the power to discipline any company or person associated with prohibited conduct.