The securities laws in the United States are a complex web of multiple and overlapping statutes and regulations from over 50 different regulatory agencies. Here we have provided links to the major federal statutes and rules. Each state has its own rules, and links to those can be found at our Guide to State Securities Administrators.
When you need a quick answer to a securities question, turn to Fundamentals of Securities Regulation. The book is a securities law “must have.” This version is the distillation of the authoritative 11-volume treatise, Securities Regulation, in one convenient volume, offering expert analysis of every significant aspect of securities law, including: Primary liability under 10(b); Insider trading; Sanctions; Disclosure requirements; Rules and forms for offerings; SEC reporting; Forward-looking statements; Class action suits; Bespeaks caution cases; ADR in securities disputes.
Another useful publication is The Securities Enforcement Manual, Second Edition: Tactics and Strategies. Published by the American Bar Association, this new Second Edition completely updates the first edition published in 1997. Included is comprehensive coverage to proven approaches and techniques for dealing with an enforcement threat from the SEC, self-regulatory organizations, or state securities regulators. It takes you step-by-step through enforcement investigations and proceedings, providing you with strategies to influence the outcome of an investigation and prevent or minimize the adverse effects of enforcement actions
The Federal Rules and Regulations
The ’33 Act governs the initial issuance and registration of securities, as opposed to the Securities Exchange Act of 1934 which governs financial reporting, and he registration of people involved with the sale of securities.The full text of the Securities Act of 1933
The Securities and Exchange Commission regulations, pursuant to the ’33 Act.
The complete text of Regulation S-K.
The complete text of Regulation S-T, for electronic filings, including EDGAR.
Regulation S-X, Accounting Rules.
The complete text of Regulation S-X.
- Forms promulgated under the Securities Act of 1933
From the SEC, outlines of the forms and instructions for filing them. Not for use by a novice, but provides good background material.
The full text of the 1934 Act, which primarily governs the purchase and sale of securities, securities brokerage firms and securities exchanges.
- Rules promulgated under the Securities Exchange Act of 1934.
The text of the rules promulgated under the ’34 Act.
- The full text of the Investment Company Act, which governs the creation and operation of mutual funds.
Rules promulgated under the Investment Company Act.
- The statute which governs the operation of Investment Advisors.
Rules promulgated under the Investment Advisers Act of 1940
Governs the operation of the SIPC, and related activity.
The National Securities Markets Improvement Act of 1996 (NSMIA)
National Securities Markets Improvement Act of 1996
Related Sites and Links
- Links to recent opinions of the federal courts, regarding the securities laws. Not too helpful for general research, since the only links are to names of cases. See Securities Law Court Decisions for a more useful set of links.
Links to the caselaw that has developed the federal securities laws.
- From Cornell University, all of the recent Supreme Court Decisions relating to the federal securities laws. Available by FTP only; these are not HTML documents.
The State Blue Sky Laws
In addition to the federal securities laws, each state has its own securities laws. For an overview, please read Introduction to the Blue Sky Laws. We maintain a complete list of their snail mail and email addresses, as well as links to the rules and regulations that are available on line in our Guide to State Securities Administrators.
- State-level fines and penalties hit 5-year high The SEC has begun to work with the Department of Labor on a fiduciary rule proposal to harmonize the standards of conduct for advisors and broker-dealers, Jay Clayton, the agency’s chairman, told members of the House Financial Services Committee. Clayton’s comments suggest that after months of collecting and reviewing comments on what a uniform fiduciary ...
- Advisors Paying More for Compliance RIAs and broker/dealers say they are spending 9 percent more money — and a lot more time — on compliance and regulatory issues. Source: Advisors Paying More for Compliance
- Investment Adviser Charged in Multi-Million Dollar Options Trading Scheme The SEC alleges that, starting in approximately 2010, Michael Scronic began to raise money from at least 42 friends and acquaintances, many of whom were from his suburban community, in order to invest in a risky options trading strategy. He allegedly lured investors by informing them that he had a long and impressive track record of ...
- The Securities Law Blog: FINRA Claims against Sandlapper Securities Attorneys representing investors are investigating claims against a small broker dealer in South Carolina after FINRA filed disciplinary proceedings alleging that it sold private placement investments in saltwater disposal wells and defrauded its investors by charging exorbitant, undisclosed markups totaling more than $8 million on the deals. FINRA claims in a filing that Sandlapper Securities,its CEO ...
- Tips for Responding to an SEC Subpoena Being forced to participate in an SEC investigation, even as a witness, can be a harrowing experience, and this is true whether you are a market professional, the CEO of a regulated entity, or an investor. That investigation can have a serious effect on your business, or your career and has the risk of consuming ...