Introduction
Investing in stocks, bonds, and other securities is different from putting savings in a bank account, as investments can lose value. The laws, rules, and regulations that govern the U.S. securities industry are designed to provide investors with access to certain basic information about an investment before they invest in it and while they continue to own it. The primary U.S. federal regulators arethe Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC); however, individual states also have securities divisions that govern securities sold within the state.
Below are links to a number of publicly available sources of statutes, rules,and regulations concerning the regulation of securities. You can also use various legal research databases (e.g., Bloomberg Law, Lexis, and Westlaw) to access these law and other resources.
The SEC's website also contains a useful summary on researching federal securities laws (including explanations and links to publicly available resources).
US Statutes
- Securities Act of 1933(Pub. L. 73-22, 48 Stat. 74, codified at 15 U.S.C.§§77a-77mm)
- Securities Exchange Act of 1934(Pub. L. 73-291, 48 Stat. 881, codified at 15 U.S.C.§§78a-78kk)
- Trust Indenture Act of 1939(Pub. L. 76-253, 53 Stat. 1149, codified at 15 U.S.C.§§77aaa-77bbbb)
- Investment Company Act of 1940(Pub. L. 76-768, 54 Stat. 789, codified at 15 U.S.C.§§80a-1-80a-64)
- Investment Advisers Act of 1940(Pub. L. 76-768, 54 Stat. 847, codified at 15 U.S.C.§§80b-1-80b-21)
- Sarbanes-Oxley Act of 2002(Pub. L. 107-204, 116 Stat. 745, codified in Titles 15, 18, 28, and 29 of the U.S.C.)
- Dodd-Frank Wall Street Reform & Consumer Protection Act(Pub. L. 11-203, 124 Stat. 1376, codified in Titles 12 and 15 of the U.S.C.)
The official codified version of federal securities lawappears in Title 15 of the U.S. Code, specifically in sections 77 through 80. (Note:Most practitioners refer to the section numbers of the Actsinstead of citations to the Code.)
The SEC's website contains a lot of useful information regarding the laws listed above.
Congressional Committees
- U.S. Senate Committee:Banking, Housing, and Urban Affairs(Subcommittee on Securities, Insurance, and Investment)
- U.S. House Committee:Financial Services Committee
State Statutes (a/k/a "Blue Sky Laws")
- 50-State Statutory Surveys-"Blue Sky Laws"(via Westlaw)
- 50-State Surveys, Statutes & Regulations - Securities Law - "Blue Sky Laws" (via Lexis+)
- State Law Chart Builder - Blue Sky/Securities (via Bloomberg Law)
NOTE: The origin of the term "blue sky laws" is a bit uncertain. See footnote 59 of this article by Jonathan R. Macey and GeofferyP. Miller if you are curious about some of the competing theories.
Federal Regulatory Agencies
There are two (2) main federal agencies regulating and overseeing securities markets andtransactions in the US:
- U.S. Securities & Exchange Commission(primary regulator)
- U.S. Commodity Futures Trading Commission(regulates derivatives, futures, options, and other types of investments subject to the Commodities Exchange Act)
US Regulations
SEC rules are found in Chapter II of Title 17 (Commodities and Securities Exchanges). Different parts of thechapter correspond to specific topics, and each part is divided into sections that correspond to rule numbers.
- 17 CFR, part 230 - Securities Act of 1933
- 17 CFR, part 240 - Securities Exchange Act of 1934
- 17 CFR, part 250 - Public Utility Holding Company Act of 1935
- 17 CFR, part 260 - Trust Indenture Act of 1939
- 17 CFR, part 270 - Investment Company Act of 1940
- 17 CFR, part 275 - Investment Advisers Act of 1940
- 17 CFR, part 300 - Securities Investor Protection Act
For example:
- 1933 Act Rule 144 is 17 C.F.R. § 230.144
- 1934 Act Rule 10b–5 is 17 C.F.R. § 240.10b–5
The SEC's website contains a lot of useful information regarding various rules and regulations.
Regulatory Guidance
In addition to issuing regulations, the SEC releases a variety of interpretive guidance designed to clarify its interpretation of the securities laws and regulations. Although interpretive releases do not have the force of law, they can be very persuasive. You can find interpretive guidance on the SEC's website, under the "Regulation" tab (see "Other Orders and Notices" and "Staff Interpretations").
You can also find interpretive guidance in:
- Westlaw (in the "Securities Enforcement & Litigation" Practice Area, under "Administrative Decisions & Guidance"),
- Lexis (in the "Securities Law" Practice Area, under "Administrative Materials"), and/or
- Bloomberg Law (in the "Securities" Practice Center, under "Agency & SRO Materials").
NOTE: "SRO" stands for "Self-Regulating Organization."
See "Finding Regulatory Information, Corporate Disclosures, Law Firm Memos, and More" on the "Useful Tools" page, below.
Cases
Legal research platforms (e.g., Westlaw, Lexis, and Bloomberg Law) often allow you to focus your case law searches on specific areas of law. For example, Westlawallows you to limit cases by the Topic of Securities, Lexis allows you to select the Practice Area of Securities Law, and Bloomberg Law allows you to search Securities Court Opinions. By doing this, you can focus your case law research on the cases most likely to be relevant to your research question.
