BUS205: Business Law

10a. Identify and describe the major laws regulating business in the United States

• What is the Securities Act of 1933?
• What is the Investment Advisers Act of 1940?
• What is the purpose of Blue Sky Laws?
• What is the Sarbanes Oxley Act of 2002?
• What is the Clayton Act?

The Securities Act of 1933 requires the disclosure of material information (any pertinent facts that an average investor would need to make an informed decision about whether or not to invest money in a security).

The Investment Advisers Act of 1940 requires investment advisers to disclose conflicts of interest. For example, an adviser must disclose whether or not they have an interest in the securities they are selling to investors.

Blue Sky Laws are securities laws that were enacted as a result of fraud cases involving unsuspecting investors who were promised high returns on their investments. The investors were said to have fallen victim to fraudulent offers that promised a "piece of the great blue sky". To combat this widespread problem, Kansas and other states began regulating the issuance and sale of securities within their jurisdictions.

The Sarbanes Oxley Act of 2002 attempts to improve corporate governance and accountability by imposing regulations on public accounting firms and corporate executives. Both criminal and civil sanctions can be imposed for violations of the act.

The Clayton Act specifically prohibits anti-competitive or monopolistic behavior. The Clayton Act Congress enacted the Clayton Act as a way to further strengthen antitrust laws, such as the Sherman Act. The Sherman Act prohibits anti-competitive behavior in interstate commerce. The Clayton requires a probable adverse impact on competition. A party charged with violating the Clayton Act must therefore rebut the argument of a probability of an adverse impact. The Clayton Act prohibits:

1. Discrimination in prices charged different purchasers of the same commodities.
2. Conditioning the sale of one commodity on the purchaser's refraining from using or dealing in commodities of the seller's competitors. Clayton Act, Section 3.
3. Acquiring the stock of a competing corporation. Clayton Act, Section 7. Because the original language did not prohibit various types of acquisitions and mergers that had grown up with modem corporate law and finance, Congress amended this section in 1950 (the Celler-Kefauver Act) to extend its prohibition to a wide variety of acquisitions and mergers.
4. Membership by a single person on more than one corporate board of directors if the companies are or were competitors. Clayton Act, Section 8.

To review, watch Federal Securities Regulation in the United States, State Securities Regulation in the United States, and The Sarbanes-Oxley Act, and read History and Basic Framework of Antitrust Laws in the United States.

 

10b. Discuss the role of regulation in the business world

• What role does the Securities and Exchange Commission play in regulating business?
• What role does the Federal Trade Commission play in regulating business?

The Securities and Exchange Commission (SEC) issues rules that regulate the sale of securities. The Securities and Exchange Commission requires companies to register their securities statements and filings. The agency also has an annual reporting and filing requirement to ensure full disclosure by companies selling securities.

The Securities and Exchange Commission can enforce its agency rules related to securities statutes and impose penalties (such as fines) for non-compliance. The Securities and Exchange Commission has the power to conduct administrative hearings through which it can impose sanctions on violators. For example, it can suspend a securities dealer's license for misconduct.

To review, watch Federal Securities Regulation in the United States.

The Federal Trade Commission (FTC) supports antitrust law by regulating business trade practices. The FTC is authorized by Congress to make "trade regulation rules" which set forth industry-specific fair trade practices. The FTC specifically prohibits unfair or deceptive trade practices. The FTC is empowered to enforce antitrust laws through cease and desist orders. It can only impose civil penalties for violations. To review, read History and Basic Framework of Antitrust Laws in the United States.

 

Unit 10 Vocabulary

This vocabulary list includes terms that might help you with the review items above and some terms you should be familiar with to be successful in completing the final exam for the course.

Try to think of the reason why each term is included.

• Securities Act of 1933
• Investment Advisers Act of 1940
• Howey Test
• Blue Sky Laws
• Sarbanes Oxley Act of 2002
• Clayton Act
• Administrative Procedures Act
• administrative agency
• quasi-judicial
• Consumer Product Safety Commission
• Environmental Protection Agency
• Small Business Administration
• Securities and Exchange Commission
• Federal Trade Commission (FTC)