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

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 first effective regulation of corporate financing in the United States, incorporating many features of 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 issuers wait 20 days after submitting registration statements to allow the Securities and Exchange Commission (SEC) time to review them. If it is found that the registration statements are incomplete or inaccurate in material respects, the Commission has the authority to issue a stop order to suspend the public offering of securities. After the registration statements 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 responsibilities. The purpose of the Securities Act is to protect securities investors while safeguarding the public interest, and it should also consider improving efficiency, promoting competition, and capital formation. Except for certain exceptions, the law generally requires that all securities offered to the public be registered. The core of the law is to avoid substantive review of the issuance of securities under state law and to adopt a system of open and full disclosure. The underlying theory is that if all relevant information about securities sold in the market is fully and fairly disclosed, investors are adequately protected, as full disclosure provides investors with sufficient opportunities to assess the value of their investments and protect themselves. The basic principle of federal securities law is that investors have the ability to evaluate suitable investments and that the government does not need to conduct costly and time-consuming substantive reviews of securities sales, as some observers imagine. Therefore, the Securities Act does not authorize a judgment on the substance of the securities being issued, and no agency has the right to use the securities law to guide capital flow to industries that need it. The registration system was embodied in the Securities Act and gradually established in the United States, primarily due to President Roosevelt's philosophy of securities regulation—transparency. 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 stock issuance and trading, provide investors with timely, sufficient, and accurate information, which is not only a necessary foundation for investors to make rational investment decisions but also an important means for the public and regulatory authorities 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 significant omissions and false statements in the process of securities offers 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, not including securities sellers. In addition to being suitable for a broad range of legislative, research, and practical workers, it also has certain reference value for English researchers, legal and financial English enthusiasts, and professional translators.