Federal Securities Law Research Guide

Federal Securities Law Research Guide

Home

This guide is meant to assist a user in starting research with the topic of federal securities regulation law. It is for informational purposes only.

TLC Net

Prepared by:
Leslie Wong, J.D., M.L.S.
Reference Librarian, Touro College Jacob D. Fuchsberg Law Center
Last Updated: April 6, 2009

Context

The laws and rules that govern the securities in the United States derive from the idea that all investors should have access to certain basic facts about an investment prior to buying it, and so long as they hold it. Therefore, pursuant to federal (and some state or blue sky laws) laws, public companies must disclose meaningful financial information so that investors may make informed investment decisions.

Table of Contents

I.        Selected Statutes in Securities Law
II.       Administrative Governance: the Securities and Exchange Commission
III.      Federal Case Law
IV.       Secondary Sources Available at the Gould Law Library
V.      Current Events: Selected Periodicals, Journals and Databases
VI.     Internet Resources

Selected Statutes in Securities Law
[Most federal security acts are codified in Title 15 of the United States Code]

The below statutes may be found on href="http://www.lexis.com/lawschool"> LexisNexis, Westlaw and free of charge on the Government Printing Office website. Hard copy versions of the United States Code are located on the main level (1^st Floor) of the Gould Law Library. The unofficial versions, United States Code Annotated and United States Code Service are also located on the main level.

Securities Act of 1933 (15 U.S.C. §§ 77a-77aa)

Securities Exchange Act of 1934 (15 U.S.C. §§ 78a-78mm).

Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb).

Investment Company Act of 1940 (15 U.S.C. §§ 80a-1 - 80a-64).

Investment Advisers Act of 1940 (15 U.S.C. §§ 80b-1-80b-21)

Public Company Accounting Reform and Corporate Responsibility Act of 2002 ("Sarbanes-Oxley Act" or “SOX”, PL 107-204 ,116 Stat. 745) 15 U.S.C. §§ 7201 and other sections in 15 U.S.C. and 18 U.S.C.

Administrative Governance: The Securities and Exchange Commission

The SEC is the agency which mainly handles securities. The SEC oversees the key participants in the securities world, including securities exchanges, securities brokers and dealers, investment advisors, and mutual funds. The SEC is concerned primarily with promoting the disclosure of important market-related information, maintaining fair dealing, and protecting against fraud.

Similar to other administrative agencies, the SEC promulgates administrative rules and regulations which assist in carrying out the purposes and intentions of the federal statutes which govern securities.

Like other regulations, SEC regulations are first published in the Federal Register (FR) <http://www.gpoaccess.gov/fr/>, then codified in Title 17 of the Code of Federal Regulations (CFR) <http://www.gpoaccess.gov/ecfr/> (current to within 2 or 3 days; no historic regulations available). In addition, SEC rules and regulations can be found at:

Westlaw: key in (FSEC-CFR) in the “Search these Databases” box.

Lexis:
Breadcrumb trail: Legal > Area of Law - By Topic > Securities > SEC & Other Administrative Materials > Federal > CFR - Titles 12(Banks & Banking) & 17(SEC & CFTC Rules & Regs)

SEC Web Site [http://www.sec.gov]: Final Rules (1995-) and Proposed Rules (1994- ) http://www.sec.gov/rules/final.shtml http://www.sec.gov/rules/proposed.shtml

CCH Federal Securities Law Reporter (KF1439 .C7) Located on the 1^st floor of the Gould Law Library.

SEC Forms & Filings

All public companies are required to complete forms and file certain documents to comply with SEC regulation.

SEC Forms: These forms include information regarding periodic reports, registration statements, etc. Links to these forms may be found at: http://www.sec.gov/about/forms/secforms.htm

SEC Regulatory Filings:

SEC’s EDGAR http://www.sec.gov/edgar.shtml

Westlaw (EDGAR)

Lexis: Breadcrumb trail: Legal > Area of Law - By Topic > Securities > Search SEC Filings > SEC Filings - Full-Text & Abstracts

SEC Litigation

The SEC maintains a database of past enforcement actions, opinions, appellate court briefs and other litigation materials, which may be found here:

http://www.sec.gov/litigation.shtml

SEC No Action Letters

Informal opinion letters as to legality of an action, binding only on the party who requested the letter.

SEC: http://www.sec.gov/interps/noaction.shtml (Selected letters, 1998 - )

Westlaw: FSEC-NAL

Lexis: Breadcrumb Trail: Legal > Area of Law - By Topic > Securities > Find SEC & Other Administrative Materials > SEC No-Action, Exemptive & Interpretive Letters

SEC Staff Interpretations

Staff members at the SEC have issued oral and written interpretations about compliance with federal regulations. These interpretations are useful but not legally binding since they are not the official word of the government. The staff interpretations may be found here: http://www.sec.gov/interps.shtml.

Federal Case Law

Westlaw: Federal Securities Law Cases (FSEC-CS)

Lexis: Breadcrumb trail: Legal > Area of Law - By Topic > Securities > Cases & Court Rules > Federal > Federal Securities Cases

CCH Federal Securities Law Reporter

KF1439 .C7 [Located on the 1^st floor of the Gould Law Library]

BNA’s Securities Regulation and Law Report

KF1439.A1 S38 [Located on the 1^st floor of the Gould Law Library.]

Online through Touro Law Center at: http://www.tourolaw.edu/library/onlinedatabases/#B (password required)

Stanford Law School Securities Class Action Clearinghouse

Contains information regarding class action securities lawsuits.

Selected Secondary Sources Available at the Gould Law Library

Secondary sources are useful in the general understanding of any type of law, especially when you do not know where to begin or are not an expert in the field. Unless you have a citation or otherwise know exactly what document you need, it is a good idea to start with such sources.

Federal Securities Law Hazen, Thomas Lee
KF1439 .H38 2003 (5 v.) [Located on the 1^st floor of the Gould Law Library.]

*Most recently acquired edition (2005) located in Reserve.

Fundamental of Securities Regulation Loss, Louis
KF1439 .L68 2004 [Located on the 1^st floor of the Gould Law Library.]

Securities Regulation Loss, Louis
KF1439 .L62 2006 [Located on the 1^st floor of the Gould Law Library.]

Securities Regulation in a Nutshell Hazen, Thomas Lee
KF1440 .H39 2006 [Located on the 1^st floor of the Gould Law Library.]

Securities and Federal Corporate Law Bloomenthal, Harold S
KF1439 .B542 [Located on the 1^st floor of the Gould Law Library.]

Understanding Securities Law Steinberg, Marc I
KF1440 .S74 2001 [Located on the 1^st floor of the Gould Law Library.]

United States Securities Law: A Practical Guide Bartos, James M.
KF1440 .B37 2006 [Located on the 1^st floor of the Gould Law Library.]

Selected Treaties on from Online Databases:

Westlaw:

West Group Securities Law Series Online (SECSERIES)

The Sarbanes-Oxley Deskbook (PLIREF-SAROX)

Understanding the Securities Laws (PLIREF-SECLAW)

Investment Adviser Regulation (PLIREF-INVEST)

Regulation of Corporate Disclosure (TROCD)

Lexis: Breadcrumb Trail: Legal > Area of Law - By Topic > Securities > Search Analysis, Law Reviews & Journals

CCH Federal Securities Law Reporter (KF1439 .C7) Located on the 1^st floor of the Gould Law Library

Current Events: Selected Periodicals, Journals and Databases

ABI/Inform Global

This ProQuest database contains business journals, company profiles, and the Wall Street Journal. Available through Touro Law Center:

http://www.tourolaw.edu/library/onlinedatabases/Databases.aspx?ID=3

Securities Regulation Law Journal

This quarterly publication contains articles by practitioners and researchers of securities regulation law. Provides coverage of trends in legislative, judicial, and regulatory activity. Available in hard copy at Touro Law Center (newest issues located in the Reserve section, older issues on Concourse level.) Also available via Westlaw and Lexis.

Lexis

Breadcrumb trail: Legal > Secondary Legal > Law Reviews & Journals > Law Reviews by Area of Law > Securities Law Review Articles, Combined

Westlaw (SEC-TP)

BNA’s Securities Regulation and Law Report

KF1439.A1 S38 [Located on the 1^st floor of the Gould Law Library.

Online through Touro Law Center at: http://www.tourolaw.edu/library/onlinedatabases/#B

The Review of Securities & Commodities Regulation (Standard and Poors).

Available in hard copy at Touro Law Center (newest issues located in the Reserve section, older issues on Concourse level.)

The Wall Street Journal

Hard copy: Circulation Desk of the Gould Law Library.

Online: http://online.wsj.com/home-page (subscription required for some content)

Westlaw: Wall Street Journal Abstracts (WSJABS-ALL)

Twitter: http://twitter.com/WSJ

Selected Securities Law Internet Resources

United States Stock Exchanges:

A stock or securities exchange is a marketplace or facility for the organized purchase and sale of securities, especially stocks.-Blacks Law Dictionary, 8^th ed.