Federal Law | Commentary | State Law |


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.

For an overview of the regulatory scheme, read Introduction to the Federal Securities Laws and Introduction to the State Securities Laws.

The Federal Rules and Regulations

The Securities Act of 1933

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.

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 Securities Exchange Act of 1934

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.

Selected Forms Prescribed for Use under the Securities Exchange Act of 1934.

Investment Company 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.

Investment Adviser’s Act of 1940

The statute which governs the operation of Investment Advisors.

Rules promulgated under the Investment Advisers Act of 1940

Securities Investor Protection Act of 1970

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 amended Section15(h) of the Securities Exchange Act of 1934.  The Act made federal law controling 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 Act of 2002

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 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.

Dodd-Frank Wall Street Reform and Consumer Protection Act


Related Sites and Links

Recent Securities Law Opinions.

Links to the caselaw that has developed the federal securities laws.

Supreme Court Securities Law Opinions

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.

Related Books:

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


You may also be interested in:

  • Can I Take My Client Information When I Leave My Firm? When changing firms, and moving between two firms that are part of the Broker Recruiting Protocol, can the broker take client account numbers with her. We get that question a lot. Under the Protocol a broker may take only the client name, address, phone number, email address, and account title of the clients that she serviced ...
  • SEC Subpoenas – Tips for Responding How you respond to an SEC subpoena makes a difference. Tips from an experienced securities attorney.
  • UBS YES Losses? Investors who lost money in UBS’ Yield Enhancement Strategy (YES) may be able to recover their losses
  • Recover GPB Capital Losses After inquiries by the SEC, FINRA and the FBI, GPB Capital has announced significant losses in the value of its investment funds.  Two of its funds, GPB Holdings II and GPB Automotive Portfolio, have reported losses of 25.4% and 39%, respectively according to InvestmentNews.com GPB Capital Holdings is a New York based alternative asset management firm with approximately ...
  • Another SEC Whistleblower Award – Approximately $2 Million. A flurry of whistleblower awards are coming out of the SEC. Yesterday it announced an award of approximately $2 million to a whistleblower who, according to the Commission “provided vital information and assistance that substantially contributed to an ongoing investigation.  The whistleblower’s information would have been difficult for the agency to obtain absent the tip.“ Sallah ...
  • IRS Issues Warning About Coronavirus-Related Scams The IRS and its Criminal Investigation Division have seen a wave of new and evolving phishing schemes against taxpayers. In most cases, the IRS will deposit economic impact payments into the direct deposit account taxpayers previously provided on tax returns. Those taxpayers who have previously filed but not provided direct deposit information to the IRS ...
  • SEC Provides Additional Temporary Regulatory Relief and Assistance to Market Participants Affected by COVID-19 The SEC is providing additional temporary regulatory relief to market participants in response to the effects of the Coronavirus Disease 2019 (COVID-19). The actions announced today involve (1) parties needing to gain access to make filings on the EDGAR system, (2) certain company filing obligations under Regulation A and Regulation Crowdfunding, and (3) a filing ...
  • Digital Asset Scam Alert The Securities and Exchange Commission today announced that it has obtained an asset freeze and other emergency relief to halt an ongoing securities fraud perpetrated by a former state senator and two others who bilked investors in and outside the U.S. The SEC’s complaint alleges that Florida residents Robert Dunlap and Nicole Bowdler worked with ...
  • CHRONOS GROUP INVESTIGATION On March 2, Chronos Group, a global cannabinoid company with international production and distribution announced that it was unable to complete its financial report and statements for fiscal 2019 because its audit committee, outside counsel and forensic accountants are reviewing several bulk resin purchases and sales of products through its wholesale channel and the appropriateness ...

Share

This website uses cookies.