scholarly journals The United States Securities and Exchange Commission: 1942-1946

1947 ◽  
Vol 10 (3) ◽  
pp. 255-275
Author(s):  
E. Merrick Dodd
Keyword(s):  
United States ◽  
The United States ◽  
Securities And Exchange Commission

Significant Differences in Proved Reserves Estimates Using SPE/WPC Definitions Compared to United States Securities and Exchange Commission (SEC) Definitions

2005 ◽  
Vol 8 (06) ◽  
pp. 520-527 ◽  
Author(s):  
D.R. Harrell ◽  
Thomas L. Gardner
Keyword(s):  
United States ◽  
Oil And Gas ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Classification Systems ◽  
Direct Function ◽  
Oil Companies ◽  
Publicly Owned ◽  
Hydrocarbon Reserves ◽  
The U.S

Summary A casual reading of the SPE/WPC (World Petroleum Congresses) Petroleum Reserves Definitions (1997) and the U.S. Securities and Exchange Commission(SEC) definitions (1978) would suggest very little, if any, difference in the quantities of proved hydrocarbon reserves estimated under those two classification systems. The differences in many circumstances for both volumetric and performance-based estimates may be small. In 1999, the SEC began to increase its review process, seeking greater understanding and compliance with its oil and gas reserves reporting requirements. The agency's definitions had been promulgated in 1978 in connection with the Energy Policy and Conservation Act of 1975 and at a time when most publicly owned oil and gas companies and their reserves were located in the United States. Oil and gas prices were relatively stable, and virtually all natural gas was marketed through long-term contracts at fixed or determinable prices. Development drilling was subject to well-spacing regulations as established through field rules set by state agencies. Reservoir-evaluation technology has advanced far beyond that used in 1978;production-sharing contracts were uncommon then, and probabilistic reserves assessment was not widely recognized or appreciated in the U.S. These changes in industry practice plus many other considerations have created problems in adapting the 1978 vintage definitions to the technical and commercial realities of the 21st century. This paper presents several real-world examples of how the SEC engineering staff has updated its approach to reserves assessment as well as numerous remaining unresolved areas of concern. These remaining issues are important, can lead to significant differences in reported quantities and values, and may result in questions about the "full disclosure" obligations to the SEC. Introduction For virtually all oil and gas producers, their company assets are the hydrocarbon reserves that they own through various forms of mineral interests, licensing agreements, or other contracts and that produce revenues from production and sale. Reserves are almost always reported as static quantities as of a specific date and classified into one or more categories to describe the uncertainty and production status associated with each category. The economic value of these reserves is a direct function of how the quantities are to be produced and sold over the physical or contract lives of the properties. Reserves owned by private and publicly owned companies are always assumed to be those quantities of oil and gas that can be produced and sold at a profit under assumed future prices and costs. Reserves under the control of state-owned or national oil companies may reflect quantities that exceed those deemed profitable under the commercial terms typically imposed on private or publicly owned companies.

Part I General Aspects, 5 The Disclosure Paradigm: Conventional Understandings and Modern Divergences

2020 ◽  
Author(s):  
Hu Henry T C
Keyword(s):  
United States ◽  
Technological Innovation ◽  
Financial Innovation ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Financial Innovations ◽  
The Core ◽  
Corporate Governance Mechanisms ◽  
Core Mission ◽  
General Aspects

This chapter focuses on the United States' (US) disclosure paradigm. It explains that the disclosure paradigm contemplates a unique regulatory role for the Securities and Exchange Commission (SEC). Here, the fulfilment of its core mission is essential not only to investor protection and market efficiency, but to a wide variety of transparency-dependent corporate governance mechanisms. Financial innovation is contributing to a ‘too complex to depict’ problem that brings into question the sufficiency of the core approach to information that the SEC has used since its creation. Moreover, particular financial innovations pose product-specific challenges to the fulfilment of the SEC's mission. Additionally, changing conceptions of the ends to be achieved by public disclosure, within the SEC disclosure system itself and pursuant to a new disclosure system driven by regulators with far different mindsets, raise new issues. It is now demonstrable that the new modes of information and the alternative data made possible by technological innovation can help address some of the disclosure challenges posed by financial innovation. At the same time, these new modes and alternative data introduce regulatory complexities. The chapter thus concludes that modern divergences are making life interesting for regulators, practitioners, and academics alike.

Loyalty and Disclosure in Legal Ethics

2020 ◽  
Vol 65 (1) ◽  
pp. 83-107
Author(s):  
Benjamin C Zipursky
Keyword(s):  
United States ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Third Parties ◽  
Financial Fraud ◽  
Duty Of Care ◽  
Legal Ethics ◽  
Duty Of Loyalty ◽  
Role Based ◽  
Government Institution

Abstract: As fiduciaries, lawyers owe duties of loyalty to their clients, and such duties are widely understood to entail strong duties of confidentiality. This article addresses the question of whether loyalty-based duties of confidentiality preclude the legal system from imposing on lawyers duties to disclose that their clients have been engaging in financial fraud. It distinguishes two possible bases for such duties of disclosure: alleged duties of care to investors who will suffer financial harm if these frauds are not revealed, and legislative mandates requiring lawyers to report evidence of legal violations to a government institution. The latter—driven by a “gatekeeping” rationale, and illustrated here by a (failed) proposal of the United States Securities and Exchange Commission—is different in substance and structure from the former, “duty-of-care” rationale. The article argues that, while there may be good arguments based on a lawyer’s role-based duty of loyalty to a reject a duty-of-care based rationale for disclosure duties, these arguments do not defeat the gatekeeping, legislative-mandate rationales for disclosure duties. While a stringent duty of loyalty to a client may indeed conflict with the structure of duties of care to third parties, it need not conflict with a positive mandate to report legal violations.

SEC fines non-US entities for unregistered cross-border brokerage and advisory activities

2017 ◽  
Vol 18 (1) ◽  
pp. 75-77
Author(s):  
James Burns ◽  
Kimberly Beattie Saunders
Keyword(s):  
United States ◽  
Asset Management ◽  
Financial Services ◽  
Financial Institution ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Foreign Firms ◽  
Content Type ◽  
Regulatory Guidance ◽  
The Us

Purpose To explain a settlement involving a foreign financial institution, its non-US subsidiaries, and the US Securities and Exchange Commission (“SEC”) that reveals an SEC focus on policing the activities of foreign firms that reach into the United States and helps further define the scope of activities that require registration under the federal securities laws. Design/methodology/approach Provides insight into a recent area of focus for SEC regulators and introduces the potential regulatory implications for non-US firms with activities that reach into the United States. Findings Given the SEC’s current enforcement focus, it is critical that financial institutions take care to conduct their activities with an understanding of the regulatory requirements associated with the provision of brokerage and advisory services to US clients and customers – including, for many firms, registration as an investment adviser, broker-dealer, or both. Originality/value Practical regulatory guidance regarding SEC registration requirements that may reach non-US firms from experienced financial services lawyers specializing in asset management.

scholarly journals Auditing Issues with Chinese Reverse Merger Companies Traded in the United States

2012 ◽  
Vol 2 (2) ◽  
pp. 76
Author(s):  
Frederic M. Stiner ◽  
Susan A. Lynn
Keyword(s):  
United States ◽  
Audit Quality ◽  
The United States ◽  
Auditor Independence ◽  
Securities And Exchange Commission ◽  
Future Research ◽  
Chinese Government ◽  
The Public ◽  
Reverse Mergers ◽  
Public Company

Recently there have been two issues related to Chinese companies seeking capital in the United States.   The first issue is frauds that have been perpetrated by companies using reverse mergers in order to go public.   The second issue is fraud in continuing audit engagements when there has been reliance by an American audit firm on a foreign accountant’s audit work.  There is also conflict between the Public Company Accounting Oversight Board (PCAOB) demanding to inspect audit workpapers for companies in China and the Chinese government’s refusal to let the PCAOB see these workpapers.   These issues relate to characteristics of the practice of accounting and auditing in China that threaten auditor independence and audit quality. The paper discusses: (1) issues involving reverse mergers and the response of the Securities and Exchange Commission (SEC) to these issues, (2) issues involving reliance on the work of foreign Certified Public Accountants (CPAs) and the response of the PCAOB to these issues, (3) issues involving conflicts between U.S.  regulatory agencies and the Chinese government over access to audit-related documents, and (4) suggestions for future research.

The Enlightenment’s connections to two US accounting-based regulatory models

2018 ◽  
Vol 24 (2) ◽  
pp. 269-292 ◽  
Author(s):  
Deirdre M Collier ◽  
Paul J Miranti
Keyword(s):  
United States ◽  
Financial Markets ◽  
Risk Perceptions ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Western World ◽  
Public Confidence ◽  
Government Officials ◽  
Professional Groups ◽  
Regulatory Models

Enlightenment ideals relating to individual and group autonomy versus state power have long shaped socioeconomic ordering in the Western world. This article explores how competing Enlightenment ideologies influenced the development of two different accounting-based regulatory models in the United States, the Interstate Commerce Commission (ICC) and the Securities and Exchange Commission (SEC). Both commissions experimented with both models with different outcomes. The ICC, formed in 1887, ultimately followed a Hamiltonian approach involving direct intervention of the federal government to regulate the monopoly power of railroads. Almost half of a century later, after the 1929 Crash, the SEC was formed to re-establish public confidence in the nation’s financial markets. That resulted in reducing investors’ risk perceptions by assuring greater transactional transparency and probity. The SEC settled upon a Jeffersonian approach, which supported the delegation of responsibility for the application of accounting knowledge in regulation to professional groups rather than government officials. This approach characterized the emergent bureaucracy of the United States’ fast-expanding national executive state.

Pay ratio legislation in the United Kingdom: a prospect

2017 ◽  
Vol 18 (4) ◽  
pp. 78-82
Author(s):  
Akihito Imai
Keyword(s):  
United States ◽  
United Kingdom ◽  
Chief Executive ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Current Debate ◽  
Wall Street ◽  
Content Type ◽  
The United Kingdom ◽  
Ratio Rule

Purpose The article examines a current debate over pay ratio rulemaking in the United Kingdom. In the United States, the Securities and Exchange Commission issued a rule that requires public companies to disclose the ratio of the annual pay of their chief executive officer to the median of their employees’ pay in 2015. The United Kingdom has considered making a similar rule under Prime Minister Theresa May. Design/methodology/approach The article provides a concise analysis of the current debate over a rule regarding pay ratio in the United Kingdom. It also highlights characteristics and concerns by comparing pay ratio disclosure in the United States. Findings The United Kingdom seems to have taken the first step toward pay ratio rule, similar to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the so-called pay ratio disclosure. Some differences can however be found in manifestos and many issues and uncertainties still remain for rulemaking. Originality/value This article provides information on a prospect for a pay ratio rule in the United Kingdom.

scholarly journals Why the CHIPS Are Down: Stock Buybacks and Subsidies in the U.S. Semiconductor Industry

2021 ◽  
Author(s):  
William Lazonick ◽  
◽  
Matt Hopkins ◽  
Keyword(s):  
United States ◽  
Stock Prices ◽  
Semiconductor Industry ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Open Market ◽  
Chip Technology ◽  
The Government ◽  
Stock Buybacks ◽  
The U.S

The Semiconductor Industry Association (SIA) is promoting the Creating Helpful Incentives to Produce Semiconductors (CHIPS) for America Act, introduced in Congress in June 2020. An SIA press release describes the bill as “bipartisan legislation that would invest tens of billions of dollars in semiconductor manufacturing incentives and research initiatives over the next 5-10 years to strengthen and sustain American leadership in chip technology, which is essential to our country’s economy and national security.” On June 8, 2021, the Senate approved $52 billion for the CHIPS for America Act, dedicated to supporting the U.S. semiconductor industry over the next decade. As of this writing, the Act awaits approval in the House of Representatives. This paper highlights a curious paradox: Most of the SIA corporate members now lobbying for the CHIPS for America Act have squandered past support that the U.S. semiconductor industry has received from the U.S. government for decades by using their corporate cash to do buybacks to boost their own companies’ stock prices. Among the SIA corporate signatories of the letter to President Biden, the five largest stock repurchasers—Intel, IBM, Qualcomm, Texas Instruments, and Broadcom—did a combined $249 billion in buybacks over the decade 2011-2020, equal to 71 percent of their profits and almost five times the subsidies over the next decade for which the SIA is lobbying. In addition, among the members of the Semiconductors in America Coalition (SIAC), formed specifically in May 2021 to lobby Congress for the passage of the CHIPS for America Act, are Apple, Microsoft, Cisco, and Google. These firms spent a combined $633 billion on buybacks during 2011-2020. That is about 12 times the government subsidies provided under the CHIPS for America Act to support semiconductor fabrication in the United States in the upcoming decade. If the Congress wants to achieve the legislation’s stated purpose of promoting major new investments in semiconductors, it needs to deal with this paradox. It could, for example, require the SIA and SIAC to extract pledges from its member corporations that they will cease doing stock buybacks as open-market repurchases over the next ten years. Such regulation could be a first step in rescinding Securities and Exchange Commission Rule 10b-18, which has since 1982 been a major cause of extreme income inequality and loss of global industrial competitiveness in the United States.

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