In 1975, Congress amended the Securities Exchange Act of 1934, incorporating section 13(f) on Periodic Reporting requirements of institutional investment managers. The law mandates that institutional investors file a holdings report, known as Form 13F, with the Securities and Exchange Commission for public distribution. The law provides filers with confidential treatment when in the public interest.
This Note argues that the SEC has not implemented section 13(f) in a way that achieves Congress’s professed goal of providing more egalitarian access to information about the financial and security markets, both by neglecting to effectively administer the program and failing to promulgate a meaningful standard for exemption. It also argues that this failure is detrimental to the efficiency of the securities markets. It makes the case that the SEC should more deliberately balance the competitive interest of institutional investment managers with the public interest in transparent and efficient markets when administering the regulation.
By harmonizing section 13(f) with existing securities regulation doctrine, this Note ultimately arrives at suggestions for improvement, namely that the law be deployed as a mechanism for sharing gains with the market and that confidential treatment be granted only when necessary to avoid inflicting losses on an institution, as opposed to protecting future potential gain. This Note also makes corollary suggestions that modernize the administration of the law and provide for more rigorous enforcement policies.