Securities

Securities in the United States

Definition of Securities

Stock certificates, bonds, or other instruments of value that are used in regular channels of commerce. They are evidenced of a secured indebtedness or the right to return of money. (Revised by Ann De Vries)

For mored definitions, read Securities in the Legal Dictionary here.

Legal Materials

Federal securities laws are codified in the U.S.C. (see “United States Code”), SEC regulations are codified in the CFR (see “Code of Federal Regulations”), etc. – so you can look up securities laws the same ways you would laws in any other area. Nonetheless, there are many securities-specific tools that can make securities research a lot faster, easier and possibly more accurate.

U.S. Federal Law: See the entry about federal securities law here.

U.S. State Law: CCH’s Blue Sky Law Reporter gathers together most state securities laws. It’s available as a looseleaf, on Lexis (CCH;CCHSEC) and on CCH’s subscription-based Intelliconnect. Otherwise, you can find the laws in the statutory code for each state.

Model Law: The NASAA-ABA Model Control Share Act is published, with a Preliminary Statement and Comments, at 20 Securities Regulation & Law Report 708 (May 6, 1988).

Foreign Law: The securities laws and regulations of most countries are reprinted in the multi-volume International Securities Regulation, published by Oceana. There is a smaller sister set called International Securities Regulation: Pacific Rim and a companion set called International Securities Regulation: Stock Exchanges of the World . For more sources, see “Foreign Laws.”

Treatises, etc.: Major U.S. securities treatises include Securities Regulation, by Loss and Seligman, and Bloomenthal’s Securities and Federal Corporate Law. The Loss and Seligman is available in print, on Lexis (FEDSEC;LOSS) and throughIntelliconnect. The Practical Law Company‘s Corporate & Securities Practice Center summarizes many of the key securities laws and explains their relevance to many common securities transactions.

Other Useful Internet Sites: Some other useful securities-related sites include theSEC web site, the Securities Lawyer’s Deskbook and the SEC Law.com.

A tremendous amount of information on securities-related class action suits is available through the Securities Class Action Clearinghouse, sponsored by the Stanford U. School of Law. The Clearinghouse includes complaints, opinions, orders, docket sheets, settlements, etc.

Regulation M

The Securities and Exchange Commission replaced Rules 10b-6, 10b-6A, 10b-7, 10b-8 and 10b-21 with Regulation M (SEC Release No. 33-7375, 34-38067, etc.). These Rules and Regulations were all promulgated under the Securities Act of 1934.

Brokers (Securities)

The purpose of Securities is to provide a broad appreciation of the Securities legal topic. Select from the list of U.S. legal topics for information (other than Securities).

Other Stock Information

Stock – See: Analyst Reports, Stock Exchanges, Stock Exchange Rules and Stock Prices
Stock Exchange Rules
Stock Exchanges
Stock Markets – See: Stock Exchanges, Stock Exchange Rules, Stock Prices and Stock Splits
Stock Prices
Stock Splits
Stock Swaps

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.

Securities (Bank Activities)

This section introduces, discusses and describes the basics of securities. Then, cross references and a brief overview about Bank Activities is provided. Finally, the subject of Banking Law in relation with securities is examined. Note that a list of cross references, bibliography and other resources appears at the end of this entry.

Securities (Plans)

This section introduces, discusses and describes the basics of securities. Then, cross references and a brief overview about Plans is provided. Finally, the subject of Reorganizations in relation with securities is examined. Note that a list of cross references, bibliography and other resources appears at the end of this entry.

Securities (Related Legal Issues)

This section introduces, discusses and describes the basics of securities. Then, cross references and a brief overview about Related Legal Issues is provided. Finally, the subject of Communications Law in relation with securities is examined. Note that a list of cross references, bibliography and other resources appears at the end of this entry.

Resources

See Also

Blue Sky Laws
Class Actions
Federal Securities Law Reporter
Securities Law
Financial Industry Regulatory Authority (FINRA)
Municipal Securities Rulemaking Board
Securities and Exchange Commission
Securities Dealers
Stock Exchanges
United States Treasury Securities

Further Reading

Securities: Open and Free Legal Research of US Law

Federal Primary Materials

The U.S. federal government system consists of executive, legislative, and judicial branches, each of which creates information that can be the subject of legal research about Securities. This part provides references, in relation to Securities, to the legislative process, the federal judiciary, and the primary sources of federal law (cases, statutes, and regulations).

Federal primary materials about Securities by content types:

Laws and Regulations

US Constitution
Federal Statutory Codes and Legislation

Federal Case Law and Court Materials

U.S. Courts of Appeals
United States courts of appeals, inclouding bankruptcy courts and bankcruptcy appellate panels:

Federal Administrative Materials and Resources

Presidential Materials

Materials that emanate from the President’s lawmaking function include executive orders for officers in departments and agencies and proclamations for announcing ceremonial or commemorative policies. Presidential materials available include:

Executive Materials

Federal Legislative History Materials

Legislative history traces the legislative process of a particular bill (about Securities and other subjects) for the main purpose of determining the legislators’ intent behind the enactment of a law to explain or clarify ambiguities in the language or the perceived meaning of that law (about Securities or other topics), or locating the current status of a bill and monitoring its progress.

State Administrative Materials and Resources

State regulations are rules and procedures promulgated by state agencies (which may apply to Securities and other topics); they are a binding source of law. In addition to promulgating regulations, state administrative boards and agencies often have judicial or quasi-judicial authority and may issue administrative decisions affecting Securities. Finding these decisions can be challenging. In many cases, researchers about Securities should check state agency web sites for their regulations, decisions, forms, and other information of interest.

State rules and regulations are found in codes of regulations and administrative codes (official compilation of all rules and regulations, organized by subject matter). Search here:

State opinions of the Attorney General (official written advisory opinions on issues of state law related to Securities when formerly requested by a designated government officer):

Tools and Forms

Law in Other Regions

*This resource guide is updated frequently. However, if you notice something is wrong or not working, or any resources that should be added, please notify us in any of the "Leave a Comment" area.

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