Primary Resources


Government Documents


Federal Statutes

 Following are the major U.S. federal statutes relating to securities regulation:

 

 

State Statutes

 “Blue Sky Laws” refers to U.S. state securities laws.

 

Uniform Securities Act

Uniform Securities Act is a model statute designed to guide each state in drafting its own securities-related statute.

  • Westlaw: www.westlaw.com > Law School tab > Popular Resources > Uniform Laws Annotated.
  •  LexisNexis: www.lexis.com/lawschool > Legal > Area of Law - By Topic > Securities > Find Statutes, Regulations & Administrative Materials > Uniform Acts > Martindale-Hubbell(R) - Uniform Securities Act of 1985 (with 1988 amendments).

 

Federal Regulations


The U.S. Federal Government publishes general and permanent federal rules in the Federal Register, codified as the Code of Federal Regulations (CFR). The CFR is divided into 50 titles, and Title 17 specifically deals with securities.

 a. Generally:

i. e-CFR on GPO Access

 

 b. SEC Website:

i. Rules and regulations

ii. Annual reports

 

c. Commonly cited securities regulations:

i. SEC Rule 10b-5: 10b-5 prohibits any fraudulent or deceitful act or omission pertaining to the sale and purchase of security.

1) 17 C.F.R. §§ 240.10b-5

2) 17 C.F.R. §§ 240.10b5-1 

3) 17 C.F.R. §§ 240.10b5-2 

4) 17 C.F.R. §§ 260.10b-5 

           

ii. Regulation D: This rule provides exemptions from registration with the SEC; mostly meant for small businesses who cannot bear the registration costs. Found under 17 C.F.R. §§ 230.501 through §§ 230.508

 

iii. Regulation NMS (National Market System): Promotes competition among individual markets and orders to ensure efficient security markets. Found under 17 C.F.R. §§ 200, 201, 230, 240, 242, 249, and 270 (as finalized under 70 Fed. Reg. 37496)

 

iv. Privacy of Consumer Financial Information (Regulation S-P): Prohibits financial institutions from disclosing nonpublic information about their customers. Found under 17 C.F.R. §§ 248

 

v. Regulation S-T: Provides rules concerning electronic filings. Found under 17 C.F.R. §§ 232

 

vi. Regulation S-X: Governs the requirements for financial statements. Found under 17 C.F.R. §§ 210

 

vii. Securities Offering Reform: Updates and modifies registration, communication, and offering process under the Securities Act of 1933. Found under 17 C.F.R. §§ 200, 228, 229, 230, 239, 240, 243, 249 and 274 (as finalized under 70 Fed. Reg. 44722)

 

viii. Sarbanes-Oxley (SOX) Act of 2002: Also known as “Public Company Accounting Reform and Investor Protection Act” and “Corporate and Auditing Accountability and Responsibility Act,” SOX was created in reaction to a series of major corporate and accounting scandals, most notably involving Enron, and set new or enhanced standards for publicly traded companies. 

 

Case Law

  Federal Cases

Commerce Clearing House (CCH) Federal Securities Law Paper, available online through Euclid at Federal securities law reporter. Online resource provided by Wolters Kluwer. 

Westlaw 

http://www.lexis.com/lawschool LexisNexis:  > Legal > Area of Law - By Topic > Securities > Find Cases & Court Rules > Federal Securities Cases.

West’s Federal Reporter: Unclassified (Ser) Ser.

 State Cases

Commerce Clearing House (CCH) Blue Sky Law Reporter, available online through Euclid.

Westlaw

LexisNexis: www.lexis.com/lawschool > Legal > Area of Law - By Topic > Securities > Find Cases & Court Rules > State Securities Cases.

Judicial Materials

LexisNexis: federal and state judicial materials through the search function: www.lexis.com, Legal > Area of Law - By Topic > Securities > Search Briefs, Motions, Pleadings & Verdicts > Federal and State Securities Pleadings, Combined.

Legislative History

Please refer to the Subject Area Guide for Legislative History also available on the Macmillan Law Library website. 

Exchange and Self-Regulatory Organization Materials

In 2007, a merger of the enforcement arms of the New York Stock Exchange (NYSE), and the National Association of Securities Dealers (NASD) created the Financial Regulatory Authority, Inc. (FINRA). FINRA acts as a self-regulatory organization (SRO), and regulates the business conduct of its members, publicly traded firms, through adoption and enforcement of rules and regulations. Sources of materials are:

 

 

 

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