The SEC's Ban on Upward Asset Revaluations and the Disclosure of Current Values

Prior to 1930, the upward revaluation of fixed assets was common in the United States. By 1940 the practice was virtually extinct, and for decades thereafter U.S. corporations which were registered with the Securities and Exchange Commission (SEC) have been constrained both from making upward asset revaluations, and from presenting supplementary information about the ‘current values’ of fixed assets. These changes were effected without the publication of any rules or guidelines by either the SEC or the U.S. accounting profession. This paper traces the early history of SEC activities and policies in relation to ‘write-ups’, using primary source materials which include minutes of SEC meetings, internal memoranda prepared by SEC staff, and reports of SEC decisions in stop-order proceedings. These documents show that, initially, SEC staff actively ‘discouraged’ write-ups through the exercise of administrative discretion in the course of assessing whether documents filed with the Commission were adequate to support the registration of prospectuses or securities. Later, formal decisions to reject the use of ‘appraisals’ were based on findings that estimates of current values had been arrived at arbitrarily or capriciously. Over a twenty-five-year period no decisions were located which formally rejected write-ups or the disclosure of current values when they were based on defensible estimates of current market prices. However, subsequently these decisions were cited as precedents for the rejection of the use of both ‘appraisals’ and estimates of market prices as the basis for valuing assets in all financial reports lodged with the SEC. By the 1940s, the SEC was using its registration powers to ‘censor'financial statements which referred to estimates of current values, regardless of the evidence used to arrive at those estimates. By the 1950s, the SEC had extended its policy of censorship to prevent any disclosure of estimates of ‘current values’— even when those disclosures were only made in ‘supplementary’ notes in takeover documents.