Regulatory Enforcement in OTC Markets

Regulators of over-the-counter (OTC) markets face a unique enforcement challenge. OTC markets are particularly susceptible to investor fraud, but prior research indicates regulators prefer to focus their enforcement efforts on larger, exchange-listed firms. We shed light on the SEC’s tailored approach to enforcement in OTC markets by examining the SEC’s most common regulatory action against OTC firms—trading suspensions. We find that approximately half of all SEC suspensions are due to the targeted firms’ delinquency in filing required documents with the SEC. A relatively small percentage of suspensions are explicitly reactive to suspicious disclosure or trading behavior. The remaining suspensions are shell company eliminations that the SEC alleges help to prevent future fraud. We find, however, that these allegedly preventative suspensions are more likely to occur in stocks that already exhibit recent indicators of fraud, and that the SEC’s practice of suspending shell companies does little to prevent future fraud.