In the 1970s, the Securities and Exchange Commission moved from Wall Street to Main Street.
The agency's aggressive enforcement division regularly generated almost daily headlines during much of the decade as it caused hundreds of U.S. companies to reveal their darkest secrests. All this was part of the Watergate fallout, and for a time the public learned that political slush funds and paying bribes to foreign officials had become almost commonplace in some of the country's foremost corporations.
Now, at the dawning of the 1980s, the corporate breast-beating has ended for the most part. Shock over business excesses has given way to a desire to return to business as usual. The SEC's enforcement division is temporarily in eclipse. And the prevailing attitude among those in charge at the agency seems to be to concentrate on the more mundane, work-a-day concerns. t
Harold Williams, the commission's strong-willed, mothodical chairman, has slowly but surely moved the agency toward consideration of broader and, for the most part, less controversial issues. Concurrently, the tactics used by the enforcement division have come under attack by Roberta Karmel, the most vocal member of the five-person commission.
Karmel, a former partner in the New York law firm of Rogers and Wells, has been viewed generally as protective of the securities industry and of the professionals who service the industry. Her performances generally have been appaulded by the legal and accounting that the enforcement division is trying to press them into being its surrogate in the corporate inner sanctum.
An article last month in a special SEC supplement of the New York Law Journal summed the Karmel-Williams affect this way: "SEC Commissioner Roberta Karmel has become a public stalking horse, urging the commission to show some restraint by regulating and enforcing less. SEC Chairman Williams, while not as vocal or as contentious as Commissioner Karmel . . . is promoting an internal reorganization and strengthening of companion divisions . . . ."
Here are some areas of developing securities regulation to watch in the coming year:
The SEC will continue to press the securities industry to develop a national system for marketing stocks, an effort that has been notably ineffective so far. Development of the system, which was mandated by Congress in 1975 to ease the grip by the New York Stock Exchange on securities trading, has been painfully slow. Not only have have many NYSE member firms resisted, but the SEC itself has been criticized by Congress for not applying enough pressure on the reluctant industry members.
Williams has been understanding with the industry, even in the face of impatience bordering on rebellion among members of his own staff. But in a recent speech, Williams showed some impatience himself, saying: "If the industry fails to make acceptable progress, the commission may well need to assume greater risk and take whatever action is necessary and appropriate to assure adequate movement toward achievement of the congressionally determined goals."
With the U.S. equities market in the doldrums, the commission apparently has decided to attract a little foreign money. Under new rules adopted at the end of 1979, foreign corporations-seeking to sell their securities on the U.S. market will be subjected to more regulations that they have been in the past. But the foreign companies face far less rigorous disclosure demands than do their U.S. counterparts.
The commission has curtailed the disclosure demands on small companies seeking to raise money in the securities markets. The purpose is to make it easier for small, undercapitalized companies to raise funds for expansion. This should bring a surge of new issues to the troubled securities market this year. But skeptics in the enforcement division wonder whether the less rigorous disclosure demands will mean a spate of fraud cases in the coming years.
A new federal securities code, which was published in 1979, will be debated for untold hours this year. It is a fearfully complex proposition that seeks to pull together in one integrated statue all the various federal securities laws and court interpretations of the past 45 years.
Perhaps the most controversial issue facing the commission is implementing the internal accounting controls, as called for in the Foreign Corrupt Practices Act of 1977. Last year, the SEC adopted two new rules under the act that made it unlawful for a corporate official to lie to an independent auditor and to make false entries on corporate books.