The Commission's rulemaking process is intended to ensure that aspects of regulatory changes are analyzed before a change takes effect. A need for rulemaking can be identified internally by the Commission or externally by Congress, another government agency, private industry or the general public.
The rulemaking process usually begins with a rule proposal. , If the Commission approves the rule proposal, it is then presented to the public (through publication in the Federal Register and on the Commission's website) for a specified period of time. The public's input is considered as a final rule is crafted. Rules are adopted by a vote of the full Commission. The Office of the Secretary (OS) reviews rules for compliance with Federal Register requirements, sends related documents to various agencies involved in the process, issues official rulemaking documents, coordinates Commission approval of rules, and maintains certain rule related files. OS also receives and organizes public comments and then forwards them to the Office of Filings and Information Services (OFIS) and to the relevant division staff.
Enforcement
The Commission's mandate is to protect investors. The Commission is not authorized to act on behalf of individual investors. The Commission can bring a variety of administrative proceedings, which are heard by hearing officers and the Commission. One type of proceeding, for a cease and desist order, may be instituted against any person who violates the federal securities laws. With respect to regulated entities (e.g., brokers, dealers and investment advisers) and their employees, the Commission may institute administrative proceedings to, among other things, revoke or suspend registration, or to impose bars or suspensions from employment. In both cease-and-desist proceedings and administrative proceedings against regulated persons, the Commission is authorized, among other things, to order the payment of civil penalties and disgorgement of ill-gotten gains.
This session is to provide an understanding of the SEC’s responsibilities related to rulemaking and enforcement of rules related to the financial markets. We will examine the rulemaking process and the enforcement process that all accountants and auditors must understand to ensure proper compliance with SEC laws.
Publication Date: April 2021
Topics Covered
- Laws Affecting the Securities Industry
- Rulemaking Process
- Roles
- Enforcement
- SEC Enforcement Manual
- Recent Litigation Proceedings
- Summary
- Appendix
Learning Objectives
- Identify the process utilized by the SEC in rule making including the roles played by Market Regulation (MR), Corporate Finance (CF) or Investment Management (IM), the rulemaking divisions as well as the Office of General Counsel (OGC) and Office of Economic Analysis (OEA)
- Recognize the role played by the public in the SEC's rule making process and final aspects of including the rules within the Federal Register
- Identify the SEC's process of communication on new rules
- Describe the SEC Enforcement Division responsibilities
- Recognize the SEC's enforcement manual and its role in providing guidance in review of potential violations of federal securities laws
- Identify the process of accounting and auditing enforcement releases and administrative proceedings
- Describe recent litigation proceedings brought by the SEC division of enforcement
- Recognize what the Investment Advisory Act of 1940 accomplishes
- Identify the purpose of a judicial review
- Identify the purpose of the Office of the General Counsel
- Recognize what the SEC's enforcement manual can be used for
- Identify the purpose of a Wells notice
- Identify the purpose of an immunity order
Level
Basic
Instructional Method
Self-Study
NASBA Field of Study
Accounting (2 hours)
Program Prerequisites
None
Advance Preparation
None
Instructor
Lynn Fountain
Lynn Fountain has over 38 years of experience spanning public accounting, corporate accounting and consulting. 20 years of her experience has been working in the areas of internal and external auditing and risk management. She is a subject matter expert in multiple fields including internal audit, ethics, fraud evaluations, Sarbanes-Oxley, enterprise risk management, governance, financial management and compliance. Lynn has held two Chief Audit Executive (CAE) positions for international companies. In one of her roles as CAE, she assisted in the investigation of a multi-million-dollar fraud scheme perpetrated by a vendor that spanned 7 years and implicated 20 employees. The fraud was formally investigation by the FBI and resulted in 5 indictments estimating a $13M fraud loss.
Ms. Fountain is currently engaged in her own consulting and training practice. She is a highly sought-after trainer and international speaker. In addition, Ms. Fountain has assisted numerous companies with enterprise risk management frameworks, internal audit processes and financial accounting. She also serves as a discussion leader for the AICPA for numerous classes finance, accounting and risk management topics.
Ms. Fountain is the author of three separate technical books. Her first book released in 2015 by the Institute of Internal Auditors Foundation is entitled “Raise the Red Flag – The Internal Auditors Guide to Fraud Evaluations”. Her second book “Leading the Internal Audit Function” was released in October 2015 by Taylor & Francis Publications. This book serves as the initial launch for a series of leading practice internal audit and information technology publications. Her third book “Ethics and the Internal Auditor’s Dilemma” was released in December 2016.
Ms. Fountain obtained her BSBA from Pittsburg State University and her MBA from Washburn University in Kansas. She has her CPA, CGMA, CRMA credentials.