The Securities Act of 1933, also known as the ‘33 Act or the Truth in Securities law, was the first major federal legislation passed to regulate the sale of securities. It was put into place in response to the stock market crash of 1929 as a means of ensuring better transparency in financial statements to aid buyers in their investment decision-making as well as eliminate fraudulent activity and deceit in the securities market.
Prior to the ‘33 Act, it was left to the states to regulate securities with what were called blue sky laws, which typically applied specific, qualitative requirements on offerings or “merit reviews.” The ‘33 Act doesn’t require such merit reviews, but rather mandates that issuers fully disclose all material information required for shareholders to make a decision on a potential investment.
The Securities Act of 1933 was signed into law by President Franklin D. Roosevelt as part of the New Deal and during the Great Depression. It calls for companies to create a registration statement that includes a prospectus containing detailed information on the security, company and business. All those signing the registration statement, including the company’s senior management and underwriter, must conduct a thorough due diligence to verify that the document is complete and accurate.
Registration statements and their accompanying prospectuses must be filed via the SEC’s EDGAR (Electronic Data Gathering, Analysis and Retrieval) system, where it is made publicly available on sec.gov. These registration statements are examined by the SEC to ensure that they are compliant with disclosure requirements.
With nearly 50 years of global regulatory experience, and as one of the first companies to actively engage with the XBRL filing program, Merrill is uniquely qualified to help filers worldwide successfully navigate ever-changing global compliance requirements. With Merrill, you can manage regulatory disclosures with absolute security, precision and accuracy.