Securities Law Information Center

Welcome to the Securities Law Information Center, where we bring together our articles and commentary with relevant links to the rules, regulations, and statutes that comprise the United States Securities laws. Curated by Mark J. Astarita, Esq.

Featured Securities Law Books:

NEW: Loss on Securities Regulation, 6th Edition – Updated in 2011, this is the gold standard for securities law practitioners. This updated edition gives you quick access to the law of securities regulation as found in Loss, Seligman, and Paredes’ 11-volume, landmark treatise Securities Regulation–consolidated into  two comprehensive volumes. Distilling the essence of Loss, Seligman, and Paredes’ 11-Volume master work, this 1,600-page volume reviews and analyzes the most significant aspects of securities regulation and gives you the quick answers you need…when you need them.

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 of 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.

Some consider Capital Markets Handbook 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,” a book 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.

Recent Articles

What is a Securities Lawyer

A securities lawyer is a legal professional who specializes in securities law, which governs the issuance, sale, and trading of securities, such as stocks, bonds, and other financial instruments. Securities lawyers assist clients in navigating the complex regulations and legal requirements related to securities offerings, compliance, and enforcement. Ed: This page was created by ChatGPT as ...

The History of US Securities Laws

Introduction The United States securities laws have played a crucial role in regulating the financial markets, protecting investors, and ensuring the integrity of the securities industry. These laws have evolved over time in response to various financial crises, fraudulent activities, and market manipulations. This essay will explore the history of US securities laws, tracing their origins ...

SEC Proposes to Enhance Private Fund Investor Protection

The Investment Advisers Act of 1940 The Act regulates investment advisers – firms and individuals compensated for advising others about securities investments. The Act requires such advisers to register with the SEC and conform to regulations to protect investors. Since the Act was amended in 1996 and 2010, generally, only advisers who have at least $100 ...

James E. Grimes Named Chief ALJ at SEC

We are certain that Judge Grimes will be an excellent Chief ALJ, but we found it interesting, given the fact that the SEC ALJs rule in favor of the SEC in almost all of their cases that the SEC thought that including the word “impartial” in the title “SEC impartial Office of Administrative Law Judge” was ...

What is Blue Sky Law?

The term Blue Sky Law refers to the laws and regulations of the individual states regarding the registration of securities, brokerage firms and investment advisers. While the most well known securities laws are the federal laws, each state has its own rules and regulations. The blue sky laws of each state are substantially similar but need ...

SEC Investigation Not a Covered Claim for Hertz

Make sure your insurance policies explicitly cover a governmental investigation. Hertz was covered for the class action but not the SEC investigation arising from the same events. Hertz Global v National Union Decision Download

Luckin Coffee Agrees to Pay $180 Million Penalty to Settle Accounting Fraud Charges

The Securities and Exchange Commission today charged China-based company Luckin Coffee Inc. with defrauding investors by materially misstating the company’s revenue, expenses, and net operating loss in an effort to falsely appear to achieve rapid growth… Read the Full Press Release Have a securities law question? Call Sallah Astarita & Cox at 212-509-6544.

SEC Charges Founder, Digital-Asset Issuer With Fraudulent ICO

The Securities and Exchange Commission today charged a digital-asset entrepreneur and his company with defrauding investors in an initial coin offering (ICO) that raised more than $42 million from hundreds of investors. The SEC‘s complaint alleges that from August 2017 to April 2018, Eran Eyal, founder of UnitedData, Inc. d/b/a Shopin, conducted a fraudulent unregistered securities offering by ...

Accredited Investor Definition

Under the federal securities laws, a company may not offer or sell securities to investors without registration with the SEC. However, there are a number of registration exemptions that ultimately expand the universe of potential investors. Many exemptions require that the investment offering be made only to persons who are accredited investors. Definition of an Accredited Investor An ...

Securities Attorney

Mark J. Astarita is nationally recognized security lawyer, admitted to practice law before all state and federal courts in the States of New York and New Jersey as well as the United States Supreme Court. Mr. Astarita graduated cum laude from New York Law School and has practiced law primarily as a corporate and securites ...

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 of 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 thousands of times and 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 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 Trading – insider trading refers to two types of trading, one that is legal and the other that is not.

Amazon.com 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 SECLaw.com Bookstore.

Past Articles and Commentary

The Securities Law Home Page brings together commentary and updates from securities law practitioners and regulators every month. 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 containing “an untrue statement of a material fact or omit to state a material fact required…to make the statements 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” jointly and severally liable to 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

Investor Legal Information Center