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Business Organizations & Securities Law: Securities Law

This guide lists and describes resources for researching the law of business organizations and securities.

Description of Resources

Study guides are intended for law students learning about a particular body of law, and may include subject outlines or practice questions.

Treatises are intended for practitioners, and provide more in-depth guidance. They may include sample forms or checklists, and are usually updated periodically to reflect new developments in the law. If you are researching an area of law that you are unfamiliar with, finding a treatise covering the subject is a good way to get started. Most of the LRC's treatises are available electronically through Westlaw, Lexis, or Bloomberg Law.

Current awareness tools gather recent news, cases, and legislative/regulatory developments, helping practitioners stay up-to-date on a particular area of law. If your practice or research focuses on a particular area of law, you may find it convenient to set your Bloomberg, Lexis, or Westlaw home page to the current awareness page for your specialty area.

Each of the three major legal databases offers practice-specific pages collecting resources on particular areas of the law.

Securities Law

Securities law is, essentially, the law governing investments and capital markets. What is a "security"? In SEC v. WJ Howey Co., 328 U.S. 293 (1946), the Supreme Court announced, "An investment contract for purposes of the Securities Act means a contract, transaction, or scheme whereby a person [1] invests his money [2] in a common enterprise and [3] is led to expect profits [4] solely from the efforts of the promoter or a third party."  The law of business organizations and securities law are intertwined because investment securities are often (but not always) shares or other interests in a corporate entity, or debt issued by corporate entities. 

The law governing securities in the U.S. is scattered across a number of sources, including federal statutes, federal regulations, administrative releases and agency determinations, state statutes, regulations, and cases, and even rules adopted by stock exchanges and other industry participants.

Federal Statutes

The principal federal securities statutes are the Securities Act of 1933 (15 U.S.C. §§ 77a et seq.), the Securities Exchange Act of 1934 (15 U.S.C. §§ 78 et seq.), the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa et seq.), the Investment Company Act of 1940 (15 U.S.C. §§ 80a-1 et seq.), the Investment Advisers Act of 1940 (15 U.S.C. §§ 80b-1 et seq.), the Sarbanes-Oxley Act of 2002 (Pub. L. No. 107-204), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Pub. L. No. 111-203) and the Jumpstart Our Business Startups Act of 2012 (Pub. L. No. 112-106),

Federal Administrative Law

The Securities and Exchange Commission ("SEC") is the principal federal agency responsible for administering and enforcing the securities laws. The SEC promulgates regulations, forms, releases setting forth its interpretations of the law, "no-action letters" responding to private inquiries, and other agency publications and statements. The SEC also brings administrative proceedings and court cases in response to alleged violations.

  • SEC regulations can be found in Title 17 of the Code of Federal Regulations. SEC documents published in the Federal Register can be found at this page.
  • A list of forms to be used in securities transactions is available on the SEC's website.
  • The SEC disseminates advisory opinions in the form of SEC releases.These releases are less authoritative than rules that have gone through the more formal regulatory process, but can still provide guidance as to the agency's views and are entitled to some interpretive deference in court proceedings. SEC releases come in three forms:
    • Interpretive releases include guidance on how the SEC understands particular rules or regulations. In addition to periodic interpretive releases, the SEC also publishes an interpretive release every time a new rule or amendment is proposed or adopted.
    • Accounting releases deal with matters involving the disclosure of financial information and SEC auditing requirements.
    • Litigation releases announce filings, settlements, and judgments in SEC enforcement actions.
  • Staff Accounting Bulletins reflect the SEC staff's views regarding accounting-related disclosure practices. Staff Legal Bulletins summarize the SEC staff's views regarding various aspects of the federal securities laws and SEC regulations. 
  • No-Action, Interpretive, and Exemptive Letters are SEC staff responses to private requests for indication of whether certain contemplated conduct is in compliance with the law. They have extremely limited value as precedent.
  • The SEC also engages in administrative proceedings.
  • Bloomberg, Westlaw, and Lexis each offer collections of SEC administrative materials.

The Commodity Futures Trading Commission ("CFTC") is responsible for policing derivatives markets (derivatives are contracts that derive their value from the performance of an underlying entity). As such, the CFTC regulations futures, swaps, and options markets.

Self-Regulating Organizations

Congress envisioned self-regulation by industry participants such as professional associations and stock exchanges as part of the structure of the securities laws. These self-regulatory organizations ("SROs") have authority to adopt and enforce rules and conduct disciplinary proceedings of their members, subject to SEC oversight.

State Laws

In addition to the federal regime, states have adopted their own securities laws, commonly known as 'Blue Sky Laws.'

Study Guides - LRC

Study Guides - eBooks

The LRC also offers access to study guides in eBook format. You can read the books online in any browser on a number of devices, including PC, Mac, iPad/iPhone, or Android devices.

Treatises - LRC