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CoversEdit

The Securities Exchange Act of 1934 ("the 1934 Act") governs inter alia, subsequent trading and other activiites respecting securities (the 1933 Act ...) The 1934 Act deals with a host of diverse topics, including:

  • registration and regulation of stock exchanges and other self-regulatory organizations (SROs)
  • regulation or self-regulation of broker-dealers
  • regulation of margin trading
  • prohibition of manipulation of share prices and securities markets
  • penny stock fraud
  • private securities litigation "reform"
  • takover bids
  • continuous reporting and disclosure by public companies
  • short swing profit provisions
  • proxy solicitation
    • the Securities Exchange Act of 1934 section 14(a) contains a broad grant of authority to the SEC to regulate the solicitation of proxies "as necessary or appropriate in the public interest or for the protection of investors." The SEC has adopted many detailed rules pursuant to this grant, including SEC Rule 14a-9
  • several antifraud rules that are applicable to takeover bids, proxy solicitations, and broker-dealers;

Corporations the Act applies toEdit

The 1934 Act originally extended its reach only to those corporation with a class of securities "registered on a national securities exchange." These corporations are referred to as "12(b) corporations," after the section of the act requiring their registration by filing with the relevant exchange and with the SEC.

In 1964 Congress extended the 1934 provision to a large segment of the over-the-counter market. Today, corporations which have a class of equity securities held by 500 or more persons and over $10 miilion in assets, so-called "12(g) corporations," must register with the SEC and, in doing so, commence their governance by variuos provision of the SEC Act of 1934.