The securities regulations and laws in the United States are a complex web of multiple and overlapping statutes and regulations from over 52 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.
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
- 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 Investment Company Act.
National Securities Markets Improvement Act of 1996 amended Section15(h) of the Securities Exchange Act of 1934. The Act made federal law controlling in certain aspects of the regulation of broker-dealers, such as record-keeping, financial standards, and operating requirements. In addition, the NSMIA amended the Securities Act of 1933 so that certain types of securities are no longer subject to state registration laws. However, offers and sales must still be registered, market participants must still register per a state’s blue skies laws, and state fraud laws are still available as causes of action for individual investors.
Sarbanes-Oxley was adopted as a reaction to a number of corporate and accounting scandals and set new or expanded requirements for all U.S. public company boards, management, and public accounting firms. There are also a number of provisions of the Act that also apply to privately held companies, such as the willful destruction of evidence to impede a federal investigation. The Act covers the responsibilities of a public corporation’s board of directors, adds criminal penalties for certain misconduct, and required the Securities and Exchange Commission to create regulations to define how public corporations are to comply with the law.
Related Sites and Links
- Links to the case law that has developed the federal securities laws.
- From Cornell University, all of the recent Supreme Court Decisions relating to the federal securities laws including Kokesh vs. SEC, SEC vs Edwards, Lorenzo vs. SEC, Gabelli vs. SEC, Lucia vs. SEC, SEC vs. Howey
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 online in 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 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