Securities Statutes, Rules and Regulations

Sponsored By Mark J. Astarita, Esq.

Featured Securities Law Books:

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. Although a bit old, it provides 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

Capital Markets Handbook considered by some to be the definitive desk reference for capital market professionals and a complete resource for anyone working in the financial markets field. Written by seasoned professionals in association with the SIA, Capital Markets Handbook covers the latest developments in major securities legislation, and all aspects of documentation, underwriting, pricing, distribution, settlement, immediate aftermarket trading of new issues, compliance issues, a glossary, a bibliography, and appendices containing the full text of the primary statutes and regulations.

21st Century Complete Guide to the SEC with Forms, Regs, Answers, Bulletins, Orders and more – This electronic book on CD-ROM presents the complete story of the Securities and Exchange Commission (SEC) with an enormous library of SEC documents: Public Forms and Regulations, Fast Answers from A to Z, Staff Legal Bulletins, Publications for Investors, Rulemaking, Commission Opinions and Orders, Policy Statements, Proceedings, and Reports.

The Law of Securities Regulation – from West Publishing, an excellent introduction and overview of the securities laws. This is a “hornbook”, books written for law students to introduce a new subject. Excellent reference material for layman, compliance officer or an attorney seeking an introduction to the subject. With full citations, attorneys can quickly locate the major cases on a particular topic and obtain additional information.

Introductory Materials

Guide to Broker-Dealer Registration – an updated version of the SEC’s original guide is now online.

Introduction to the Federal Securities Laws – an introduction to the laws which govern the purchase and sale of securities in the United States, including the Securities Act of 1933 and the Securities Exchange Act of 1934

Introduction to the Blue Sky Laws (State Securities Laws)– in addition to the federal securities laws, each state has its own securities laws, rules, and regulations. This article provides an overview to the function and purpose of those state laws, known as “blue sky laws.”

Introduction to Securities Arbitration From securities attorney Mark Astarita, this overview of the securities arbitration process has been downloaded tens of thousands of times and has been recently updated. Today, nearly all disputes between customers and firms, and between brokerage firms, are resolved in binding arbitration.

Introduction to the Initial Public Offering Process – any offer to sell securities must be registered with the federal and/or state securities regulators, or exempt from registration. A description of the law, and the registration process.

Introduction to Private Placements – stock offerings which are not made to the general public are called private placements, and are exempt from registration with the securities regulators. A description of the exemption, and the private placement process.

Introduction to Insider Tradinginsider trading refers to two types of trading, one that is legal, and the other that is not. makes it easy to order books online, and we have compiled what we believe to be the most useful books for the brokerage legal and compliance officer in the Compliance and Law Department at the Bookstore.

Past Articles and Commentary

Every month The Securities Law Home Page brings together commentary and updates from securities law practitioners and regulators. Past articles are collected here in chronological order, or simply search for the topic you are interested in.

Statutes and Rules

The Securities Act of 1933

33 Act Rules and Forms
  • Section 11 makes issuers liable for registration statements that contain “an untrue statement of a material fact or omit to state a material fact required…to make the statements there in not misleading.”
  • Section 5 and Section 12(a)(1) allow purchasers to sue sellers for offering or selling a non-exempt security without registering it.
  • Section 12(a)(2) creates liability for any person who offers or sells a security through a prospectus or an oral communication containing a material misstatement or omission, is liable to the purchaser for rescission of the purchase or damages.
  • Section 15 makes “control persons” liable jointly and severally liable with the issuer.
  • Section 17(a) provides for liability for fraudulent sales of securities.  This provision is similar to Section 10b of the Securities Exchange Act and Rule 10b-5.

The Securities Exchange Act of 1934
and the 34 Act Rules and Forms

  • Section 10b and Rule 10b-5: Section 10b is the anti-fraud provision of the Exchange Act, Rule 10b-5 is the rule the SEC promulgated under that section. Rule 10b-5 prohibits the use of any “device, scheme, or artifice to defraud,” and creates liability for any misstatement or omission of a material fact.
  • Section 9: This provision addresses manipulation of the stock market by traders.
  • Section 18: Provides for liability for a fraudulent statement in an issuer’s SEC filings.
  • Section 20: This provision provides for joint and several liability for “control persons” of the issuer.

Investment Company Act

Investment Adviser’s Act

Securities Investor Protection Act of 1970

Public Utilities Holding Company Act

National Securities Markets Improvement Act of 1996