United States Securities Act of 1933 - (Chinese-English Parallel Edition)

Author: Zhang Lu Translated
Publisher:
Publishing Date: 2006-11-01
Features: The Securities Act of 1933 in the United States (hereinafter referred to as "The Securities Act"), also known as the Truth in Securities Law, consists of 28 articles. It is a federal law that truly protects financial consumers and also the most effective corporate financing regulatory regulation in the United States, incorporating many features of the state blue-sky laws. The Securities Act is notable for establishing a disclosure system and detailing the specific content that issuers must disclose in Appendix A. Additionally, the law requires that after an issuer submits registration materials, it must wait 20 days for the Securities and Exchange Commission (SEC) to have time to review the registration materials. If it is found that the registration materials are incomplete or inaccurate in material respects, the Commission has the authority to issue an injunction to suspend the public offering of securities. After the registration materials become effective, if there are false statements or material omissions, the board of directors, senior management, accountants, and underwriters of the issuing company, unless they can prove that they have exercised due diligence and care, will bear corresponding legal liability. The purpose of the Securities Act is to protect securities investors, while safeguarding the public interest, it should also consider improving efficiency, promoting competition, and capital formation. Except for some exceptions stipulated in the law, all securities offered to the public generally need to be registered. The core of the law is to avoid the substantive review of the issuance of securities required by state laws and to adopt an open and comprehensive disclosure system. The underlying theory is that if all relevant information about securities sold in the market is fully and fairly disclosed, investors are adequately protected because full disclosure provides investors with sufficient opportunities to assess the value of their investments, enabling them to protect themselves. The basic principle of federal securities law is that investors have the ability to evaluate suitable investments and do not require the lengthy and costly substantive review of securities sales imagined by some observers. Therefore, the Securities Act does not authorize a judgment on the substance of the securities being issued, and no agency has the right to guide capital flow to industries that need it based on the Securities Act. The registration system was embodied in the Securities Act and gradually established in the United States, primarily due to the securities regulation philosophy of President Roosevelt—transparency of information. The principle of disclosure requires that in the issuance and trading of stocks, joint-stock companies must disclose all relevant information in accordance with the law for investors to refer to when making investment decisions, and such disclosures must not contain false, misleading statements, or material omissions. The starting point of the disclosure principle is to enhance the transparency of the issuance and trading of stocks, providing investors with timely, sufficient, and accurate information. It is not only a necessary foundation for investors to make rational investment decisions but also an important means for the public and regulatory agencies to supervise the issuer. The Securities Act provides many private legal remedies for investors who suffer damages due to violations of the law and also establishes general fraud provisions prohibiting major omissions and false statements in the process of securities offerings or sales. Under the Securities Act, the provisions of registration and disclosure apply only to the distribution of publicly offered securities, and the scope of investor protection is limited to securities buyers and does not include securities sellers. In addition to being suitable for a wide range of legislative, research, and practical workers, it also has certain reference value for a broad audience of English researchers, legal and financial English enthusiasts, and professional translators.