SEC Rules and Regulations
SEC rulemaking activity includes concept releases, proposed rules, final rules and interpretive releases. The CAQ has provided the following links to assist member firms in accessing the securities laws, SEC rules, releases and regulations:
Rules & Releases
- Regulation S-X - Form and content of and requirements for financial statements required in most filings.
- Regulation S-K - Requirements applicable to the content of the non-financial statement portions of most filings.
The CAQ continues to comment on various SEC proposals impacting public company audits, particularly with respect to PCAOB rulemaking. We also strongly encourage our members to comment on SEC proposals.
Statutes (Securities Laws)
Securities Act of 1933
This Act is often referred to as the "truth in securities" law and has two basic objectives:
- Require that investors receive financial and other significant information concerning securities being offered for public sale; and
- Prohibit deceit, misrepresentations and other fraud in the sale of securities.
Securities Exchange Act of 1934
The SEC was created by Congress through this Act. The Act:
- Provides the SEC with broad authority over all aspects of the securities industry including the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies as well as the nation's securities self regulatory organizations (SROs).
- Identifies and prohibits certain types of conduct in the markets and provides the SEC with disciplinary powers over regulated entities and persons associated with them.
- Empowers the SEC to require periodic reporting of information by companies with publicly traded securities.
Sarbanes-Oxley Act of 2002
This Act mandated a number of reforms to enhance corporate responsibility, enhance financial disclosures and combat corporate and accounting fraud, and created the "Public Company Accounting Oversight Board," also known as the PCAOB, to oversee the activities of the auditing profession.
Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010
This Act, among other things, gave non-accelerated filers, issuers with market capitalizations of less than $75 million, a permanent exemption from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002. Other significant accounting and auditing related provisions include matters involving expanded aiding and abetting liability, expanded PCAOB authority, expanded document production requirements and the establishment of the Financial Stability Oversight Council.