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Securities Law Research Guide

The business of issuing and trading securities is one of the most intensely regulated areas of federal law. Although you can research a securities topic using the standard primary sources of federal law, in most cases you will use specialized print and online tools that present statutes, administrative materials, and cases dealing only with securities law. This guide will focus on researching federal securities law, but it includes a brief section on states securities law. This guide also will focus on specialized sources. If you have access only to the standard sources, consult the Getting Ready for Summer Legal Research Basics guides on Researching Federal and State Statutes, Administrative Law, and Effective Case Law Research.

Federal securities laws seek to protect investors from the great potential for fraud in the securities markets by ensuring that investors have the information they need to make investment decisions. The laws regulate brokers and traders to prevent overreaching in complex markets and also serve an enforcement function, providing sanctions for violations.

If you are unfamiliar with securities law, starting your research by reading something general about the topic in a secondary source focused on securities law is worthwhile (Secondary Sources in Securities). Even if you have some acquaintance with the topic, consulting a guide to securities research, such as this one, can help you zero in on your research task. (For links to additional guides, see the section of this guide called Other Guides to Securities Law Research and Related Topics.)

Organization of This Guide

I. Secondary Sources in Securities Law
      A. Treatises
      B. Periodical Articles
      C. Current Awareness
II. Looseleaf Services
III. Primary Sources of Federal Securities Law
      A. Acts Governing Federal Securities Law
      B. Administrative Law
      C. Industry Self-Regulation
      D. Enforcement Actions: Litigation
IV. Filings (Registration Statements, Reports, etc.)
V. State Securities Laws
VI. Other Guides to Securities Law Research and Related Topics

I. SECONDARY SOURCES IN SECURITIES LAW

For information about using secondary sources such as law review articles, legal encyclopedias, please see the Using Secondary Sources Guide.

A. Treatises

The sources below will give you an overview of securities law.

The Basics

A Little More Detail

In-Depth

Other

B. Periodical Articles

There are several periodical indexes that are useful in searching for law review, non-law scholarly journal, and other articles on securities law. The following is a list of useful indexes. Harvard's subscriptions to these indexes are available for scholarly research only, and not for commercial use.

Index to Legal Periodicals and Books

Index to Legal Periodicals & Books (ILP) provides citations to articles in over 800 legal periodicals such as law reviews, bar association journals, yearbooks, institutes, and government publications from August 1981 to the present. In 1994, ILP began indexing legal books and now includes approximately 2,000 per year. Geographical coverage includes the United States, Australia, Canada, and Great Britain.

LegalTrac

LegalTrac provides citations to articles in over 1,000 legal periodicals published since 1980. Geographical coverage includes the U.S., Australia, Canada, Ireland, New Zealand and the United Kingdom.

HeinOnline Law Journal Library

HeinOnline Law Journal Library provides online, full-text access to a rapidly growing collection of law reviews and journals. (Harvard University ID and PIN numbers required.) (More information.)

JSTOR

JSTOR comprises the full-text of more than 200 academic journals covering a very wide range of disciplines. Current volumes for journals that are currently published are embargoed for a period of 1 to 7 years and are unavailable on JSTOR. (Harvard University ID and PIN numbers required.)

ABI/Inform

ABI/Inform provides citations to articles in over 1,000 academic business, marketing, and management academic journals from 1971. Full-text is available for more than 500 of these publications. (Harvard University ID and PIN numbers required.)

Factiva.com

Factiva.com is widely known for its coverage of business and financial news and information sources, Factiva also provides access to a significant number of full text legal and law related publications searchable as a group or individually. In addition to recent issues of many law journals, legal newspapers and specialized litigation reporters are particularly noteworthy for their inclusion in this database. The "Legal Publications" group file and the individual titles listed within it can be reached as follows: On the search screen under "Source lookup" click "Factiva Groups." A "Publications" drop menu will appear. Scroll to "Publications-Types." "Legal Publications" will then appear in a list under "Select Factiva Group Category." Click the plus sign to its left to display the individual titles it includes. (Harvard University ID and PIN numbers required.)

Econlit

Econlit provides citations to articles and other documents related to economics. EconLit indexes articles in over 450 journals as well as books, book reviews, chapters in books, dissertations, and working papers from 1969. (Harvard University ID and PIN numbers required.)

C. Current Awareness

There are many sources available, both online and in print, that can help you keep current with securities law developments. Below is a list of some of them:

II. LOOSELEAF SERVICES

Looseleaf services are excellent sources for researching securities law. In addition to pulling together the primary sources of the law, they often provide useful commentary. For general information on looseleaf services and how to use them, see the Georgetown University Law Library Using Looseleaf Services Guide. The following are useful looseleaf services for researching federal securities law:

III. PRIMARY SOURCES OF FEDERAL SECURITIES LAW

A. Acts Governing Federal Securities Law

Basic Statutory Law

The basic statutory law governing securities is found in six statutes enacted in the 1930s, subsequently amended, plus two statutes enacted in 1970 and 2002.

Please see the Finding the Securities Acts section for more information.

Legislative Histories

Your law librarian will know if there are compiled legislative histories of the securities acts available in the library or in your law firm’s files. If it is necessary to compile one yourself, please see the Summer Guide on Researching Legislative History.

Print Sources of Legislative Histories of the Securities Acts

Electronic Sources of Legislative Histories of the Securities Acts

Lexis

Westlaw

Note: Be sure to check the currency, coverage, and status (official or unofficial) of all sources.


B. Administrative Law

A significant amount of securities law is administrative, emanating from the Securities Exchange Commission (SEC). The Securities Exchange Act of 1934 established the SEC, an independent agency to administer and enforce the federal securities statutes. Like other administrative agencies, the SEC issues detailed regulations and other pronouncements with the force of law to flesh out the statutes on a practical level.

i. General Information About the SEC

The Commission has five members appointed by the President for five-year terms. No more than three members can belong to the same political party. The SEC’s headquarters are in Washington, D.C., with regional and district offices in financial centers around the country. A professional staff largely conducts day-to-day administration of the Commission.

The SEC has an excellent website, with a section called About the SEC, that is the a great source of information about the Commission’s goals and functions. Other sources of information about the SEC include:

ii. Regulatory Pronouncements

The SEC issues numerous types of documents, including regulations, interpretive releases, no-action letters, and others, which vary in the degree to which they carry the force of law. For more information on the different kinds of issuances, see the SEC website. Below is a list of selected types of SEC issuances.

Rules (Regulations) - An oddity of securities law nomenclature is the use of the term "rule" to apply to what is more typically called a regulation in other areas of administrative law. In some instances, a group of securities rules comprise a regulation. The SEC promulgates rules under one or another of the securities acts. More information on Finding Securities Rules/Regulations.

Releases - The SEC issues virtually all of its regulatory pronouncements, including rules, administrative decisions, orders, notices, various forms of guidance and interpretation, and other information, in the form of releases. The SEC issues its releases under one of the securities acts, numbering the releases with a prefix identifying the Act. See examples below:

Examples:

There are several specialized categories of releases. Below are selected popular types:

Interpretive Releases - The Commission occasionally issues releases stating its views on the meaning of securities laws and regulations to provide guidance on topics of interest to the business and investment communities. More information on Finding Interpretive Releases.

Litigation Releases - The SEC issues descriptions of proceedings in its civil suits in the federal courts and of selected criminal proceedings. More information on Finding Litigation Releases.

Concept Releases - On occasion, before issuing a proposed rule, the Commission will issue a concept release inviting comment from the public on whether regulation is appropriate in a certain situation and if so, about the regulatory approach it should take. More information on Finding Concept Releases.

No-Action Letters - The staff of the SEC issues No-Action letters in response to the private requests of individual entities asking whether certain transactions can be conducted legally in the manner they describe. These pronouncements are called “No-Action” because the SEC’s letter customarily states that “the staff will recommend no action to the Commission” if the transaction is done in the specified manner. Because they represent the views of the staff, they are not legally binding. More information on Finding No-Action Letters.

Policy statements - The SEC sometimes publishes policy statements in which the Commission clarifies its positions on certain matters. More information on Finding Policy Statements.

Forms - The SEC also publishes forms for the various statements and reports that the Acts require. Forms have the legal force of rules and play an important part in defining the extent of disclosure obligations. Forms are published in the Federal Register, but unlike rules, are not included in the C.F.R. More information on the types of forms and on Finding Forms.

C. Industry Self-Regulation

The federal securities laws reserve an important role for self-regulation by industry and professional groups, with oversight by the SEC. The stock exchanges (including NYSE, NSX, AMEX and many more) regulate the activities of members, subject to SEC oversight.

SEC authorized the establishment of the National Association of Securities Dealers (NASD) and Municipal Securities Rulemaking Board (MSRB) for self-regulation of over-the-counter securities dealers and municipal securities dealers.

More information on Finding Self-Regulation Materials.

D. Enforcement Actions: Litigation

The SEC has an enforcement staff that investigates possible violations of the securities laws. (You can find additional information about enforcement on the SEC Division of Enforcement webpage.) If investigations result in civil charges, the party or parties charged may settle the case. If the charged parties contest the charges, the Commission’s enforcement staff may prosecute civil suits in either its own quasi-judicial administrative proceedings or in the federal courts. In cases of particularly egregious violations, the SEC may refer a matter to the Department of Justice or other criminal law enforcement agency for prosecution as a criminal violation of the securities laws.

Administrative Proceedings

Initial decisions
In administrative adjudications, independent administrative law judges (ALJs) issue decisions containing findings of fact, conclusions of law, and recommendations for sanctions in the proceedings before them. Parties may appeal initial decisions to the Commission.

Commission opinions
The Commission hears appeals from initial decisions and from disciplinary decisions issued by the self-regulatory agencies, and issues opinions and orders. Commission decisions may be appealed to the U.S. Courts of Appeals. See Finding Enforcement Materials.

You may also want to see Finding Litigation Releases.

SEC Enforcement Actions in the Federal Courts

In civil suits, the SEC typically seeks the following results:

In a particularly egregious case, the SEC may refer a matter to the Department of Justice for prosecution as a criminal violation of the securities laws. Federal securities law cases are decided in the federal courts.

More information on Finding Enforcement Materials and Finding Litigation Releases.

IV. FILINGS (Registration Statements, Reports, Etc.)

SEC’s EDGAR System - Electronic Data Gathering, Analysis, and Retrieval system

All companies, both foreign and domestic, are required to file registration statements, periodic reports, and other forms electronically through SEC’s EDGAR system. Note that not all documents are available on EDGAR. (For more information on availability of documents on EDGAR, and on EDGAR in general, see About EDGAR.)

EDGAR provides a wealth of information. Some of the particularly useful capabilities are the following:

Please see the EDGAR homepage for links to additional information.

Other Sources of Information on Filings

Lexis and Westlaw also provide access to SEC filings information through some of their databases. Below is a list of some of those databases. For more information on the coverage of the databases listed in this section, see the Westlaw and Lexis database descriptions.

Lexis databases:

Westlaw Databases:

In addition, there are some free web sites that provide access to text of some filings.

Note: Be sure to check the currency, coverage, and status (official or unofficial) of all sources.

V. STATE SECURITIES LAWS

General Information on State Securities Laws ("Blue Sky" Laws)

Securities regulation existed at the state level before federal regulation began with the 1933 Securities Act. Securities transactions remain subject to regulation under both state and federal law, so it may be necessary to research state law as well as federal.

States are largely free to duplicate or to supplement federal requirements as long as their provisions do not conflict with federal law. State securities laws are commonly known as “blue sky” laws, to protect investors from "speculative schemes which have no more basis than so many feet of blue sky.” Hall v. Geiger-Jones Co., 242 U.S. 539, 550 (1917) (interpreting Ohio blue sky law). It is important to remember that state law may be involved in any aspect of securities business and in any kind of securities transaction and to conduct your research accordingly.

In 2002, the National Conference of Commissioners on Uniform State Laws promulgated a new revision of the Uniform Securities Act, complementing federal law to provide protection for investors in securities that are not covered by the federal securities laws. For a summary, click here. The standard print source for uniform laws, including this one, is Uniform Laws Annotated.

As of February 2005, six states and the U.S. Virgin Islands have enacted the 2002 revision; four others have 2005 bills at some point in the legislative process. Although nearly 40 states had enacted the 1956 Uniform Act or the 1985 revision, the language and interpretation of state securities laws remain different from state to state. You can check the status of the Uniform Securities Act in the states on the NCCUSL Acts and Legislation page (select the Securities Act from the pull-down menu, click search, and then click on "legislative fact sheet").

Sources of State Securities Information

VI. OTHER GUIDES TO SECURITIES LAW RESEARCH AND RELATED TOPICS

Print Research Guides

Specialized Legal Research. Chanin, Leah F. The chapter on securities regulation by Kay M. Todd has solid research guidance and excellent tables of Release and Rule Designations.

Securities Law Research Web Guides and Resources

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