Required Disclosure and the Stock Market: An Evaluation of the Securities Exchange Act of 1934

Abstract

The Securities Exchange Act of 1934 was one of the earliest and, some believe, one of the most successful laws enacted by the New Deal. The stock market crash in 1929 and the Great Depression provided the impetus for reform of the stock markets in the belief that weaknesses of the institutions and ineptitude and/or chicanery among brokers and bankers were partially responsible for the losses incurred by stockholders. Although many critics, reformers and congressmen wanted Congress to enact blue skies legislation that would require all securities sold and traded to be approved by the federal government, President Franklin Roosevelt preferred the concept of (see Francis Wheat (1967)). Rather than having the government approve or disapprove securities, corporations whose securities are publicly sold and traded are required to disclose a large amount of predominantly financial information to the Securities and Exchange Commission (SEC) who make these data available to the public. Indeed, the Securities Exchange Act is described in its title and usually referred to as a statute. Although the financial community generally opposed this legislation and the preceding Securities Act of 1933,1 most brokers, investors and government officials probably would find it difficult to conceive of the successful operation of the stock markets without the Securities Acts. Yet the economic rationale for the regulation of the securities markets was not examined carefully before the legislation was passed (which is not surprising, given turbulent times) nor has it been since,2 even though the Securities Act of 1934 was extended in 1964 to include most corporations whose stock is publicly owned. Such an examination of one important part of the law-the financial disclosure requirements-is presented here. This analysis is particularly timely because the SEC appears to be shifting its emphasis towards increasing the disclosure requirements of almost all corporations whose stock is traded in the markets.3