The Securities Enforcement Clarity Act of 2025 would amend four major federal securities laws—the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940—to change how the number of violations is determined for purposes of imposing penalties. In each statute, the bill adds a rule that multiple acts of noncompliance can count as a single violation if they stem from a common or substantially overlapping originating cause, involve the same misstatement or omission, or reflect a continuing failure to comply. The goal is to standardize and clarify how penalties are assessed across related violations under these laws. In practical terms, the bill could reduce the total penalty in cases where an issuer, adviser, or other respondent commits multiple noncompliant acts that are linked by a common root cause or ongoing conduct. It would apply the same standard across the major securities statutes, potentially limiting “tacking” or stacking of penalties for related misconduct and providing clearer guidance for both enforcement actions and settlements.
Key Points
- 1Adds a new standard for determining the number of violations across all four Acts for purposes of civil penalties.
- 2The new rule: separate acts of noncompliance are treated as a single violation if they (A) have a common or substantially overlapping originating cause, (B) involve the same misstatement or omission, or (C) constitute a continuing failure to comply.
- 3The changes are appended to the following sections in each Act:
- 4- Securities Act of 1933: additions to 8A(g) and 20(d)
- 5- Securities Exchange Act of 1934: additions to 21(d)(3), 21B(a), and 32
- 6- Investment Company Act of 1940: additions to 9(d) and 42(e)
- 7- Investment Advisers Act of 1940: additions to 203(i) and 209(e)
- 8The short title of the bill is the Securities Enforcement Clarity Act of 2025 (SEC Act of 2025).
- 9The bill explicitly defines “number of violations” for purposes of penalties under the cited provisions, aligning how penalties are counted across different statutes.