Federal Securities Laws in the United States

Legal Materials

Federal securities laws are codified in the U.S.C. (see “United States Code”). There are many securities-specific tools that can make securities research a lot faster, easier and possibly more accurate.
U.S. Federal Law: The CCH Federal Securities Law Reporter (see “Federal Securities Law Reporter” in this Legal Encyclopedia) compiles all the U.S. Federal securities laws and regulations and provides useful commentary and annotations. Other good resources include Sommer’s multi-volume Securities Primary Law Sourcebook (which includes statutes, regulations, forms, legislative history documents and selected releases), the 1-volume Appeal Securities Act Handbook (which includes statutes, regs and forms) or the 2-volume paperback R.R. Donnelley Financial SEC Handbook. Free, updated versions of Federal securities laws, rules and regulations are posted in the Securities Lawyer’s Deskbook.

Legislative history materials for major Federal securities laws are included in Sommer’s Securities Primary Law Sourcebook and Westlaw’s FSEC-LH database. See also the entry for “Federal Legislative History.”

SEC Filings

Companies with at least 500 stockholders and/or $5 million in assets and/or big private debt placements must file disclosure documents with the SEC. Brokers, investment advisers and certain shareholders must make filing too (see “Brokers,” “Investment Advisers” and/or “Shareholders”).

The rules for making filings are described in the SEC’s Edgar Filer’s Manual and A Plain English Handbook: How to Create Clear SEC Disclosure Documents.

TO GET FILINGS from the last four years, you can use the SEC’s free EDGARdatabase, or the historical EDGAR database, which goes back to 1994 (but doesn’t include the most recent filings). If the free SEC databases are too limited, try SEC Infoor a fee-based service such as Lexis Securities Mosaic, Westlaw Business Center,Intelligize, Bloomberg terminals, Bloomberg Law, SECnet, EDGAR Pro orDisclosureNet.

EXHIBITS to filings are available from LIVEDGAR, Intelligize, and Lexis (COMPNY;EDGARP) and most of the other fee-based services, or place an order with Thomson Research Services (formerly Disclosure) by calling 800-249-1440, or contact a competitor. Lexis Securities Mosaic has a “Model Documents” database that includes exhibits that are titled as specific kind of agreements, etc. (allows searching in just that kind of document); Intelligize has an equivalent called “Agreement Checker.” Intelligize provides direct linking to exhibits incorporated by reference.

TO SEARCH FILINGS, you can try the SEC’s free Full-Text Search, though that goes back only four years, or the SEC’s historical EDGAR database, but that searches only header information. Otherwise, use a fee-based service such as Lexis Securities Mosaic, Intelligize, DisclosureNet, SECnet, LIVEDGAR, EDGAR Pro, Bloomberg terminals, Bloomberg Law or Lexis (COMPNY;EDGARP or Lexis Precedent Search).

TO COMPARE FILINGS: A number of systems let you compare filings (e.g., a company’s 10-K from two different years). Lexis Securities Mosaic and Intelligize have this feature.

OLD FILINGS: Electronic filing became mandatory in 1996 (or 2009 for 1940 Act filings), and you have to get lucky to find filings online before then. Here are some options for finding pre-1996 SEC filings:

1. The ProQuest Historical Annual Reports database covers over 800 companies (1844 to present), Mergent Archives covers ABI/INFORM Complete has annual reports from over 1,000 companies (1986-1989), Mergent Archives also covers over 1,000 companies (1900-present) and SEC File: Microfiche Database of Corporate Annual Reports and U.S. Securities & Exchange Commission Documents has selected filings from 1978 to 1997. These database are provided by many public and academic business libraries;
2. The Library of Congress posts lists of their Pre-1974 Annual Reports collections;
3. WestlawNext has selected pre-1996 filings – type “SEC Paper Filings (Selected)” into the search box to search them;
4. Check with your local public and/or academic business libraries to see if they have historical collections (probably on microform);
5. Search the Internet with a good search engine and keep your fingers crossed;
6. Order the document(s) from Alacra OnDemand (888-333-0820), which sells, among other things, the paper filings from Disclosure’s great archive for the years 1996 to the present;
7. Order the document from the Washington Service Bureau, which not only retrieves documents but has an in-house collection going back to 1979 (800-289-1057), ThomsonReuters Custom Research Services, which also has an in-house collection (301-545-4930 direct to DC; main number 800-249-1440), GSI Document Retrieval (800-669-1154) or Washington Service Bureau;
8. File a FOIA request with the SEC, which would be cheaper but could take up to 20 days or more.

EXACT TIME OF FILING: Just about all the sources for filings tell you the date of filing. If you pull up a filing using the LIVEDGAR Company Search, you will also see the time of filing in the “Accepted” field. SEC Info has times for Today’s Filings (actually the most recent business day – you’ll get Friday’s on Saturday or Sunday).

Federal Securities Laws in the Context of Application of Federal Statutes

The Extraterritorial Application of Federal Securities Laws in International Civil Litigation

Analysis of the The Extraterritorial Application of Federal Securities Laws, PSIMENOS v. HUTTON & CO. Notes on Psimenos in relation with the Application of Federal Statutes in International Cases.

United States Securities Code and Regulations

The United States Securities Code and Regulations appear in Title 15 of the United States Code and Title 17 of the Code of Federal Regulations.

Resources

See Also

• International Litigation
• Civil Litigation Law
• Annual Reports
• Company Information
• Proxy Statements
• Securities and Exchange Commission
• Blue Sky Laws
• Class Actions
• Exchange Act of 1934
• Federal Securities Law Reporter
• Financial Industry Regulatory Authority (FINRA)
• Municipal Securities Rulemaking Board
• Securities and Exchange Commission
• Securities Dealers
• Stock Exchanges
• United States Treasury Securities