Business and Corporate Law

Federal

The U.S Securities and Exchange Commission (SEC) maintains a list of  rules and regulations for the SEC and other major securities laws. The SEC also lists laws that govern the securities industry.

Title 17 of the Code of Federal Regulations covers the Security and Exchange Commission (SEC).

Select Legislation

Below are key pieces of legislation that govern securities law.

• Agriculture, 7 U.S.C. § 1 et seq. (Commodity Exchanges)
• Banks & Banking, 12 U.S.C. §§ 5201-5261 (Emergency Economic Stabilization)
• Commerce & Trade, 15 U.S.C. § 77a et seq. (Securities & Trust Indentures)
• Commerce & Trade,15 U.S.C. § 78a et seq (Securities Exchanges)
• Commerce & Trade, 15 U.S.C. § 80a1 et seq. (Investment Companies and Advisers)
• Securities Act of 1933 (15 U.S.C. § 77a)
• Securities Exchange Act of 1934 (15 U.S.C. § 78a)
• Trust Indenture Act of 1939 (15 U.S.C. § 77aaa)
• Investment Company Act of 1940 (15 U.S.C. § 80a-1)
• Investment Advisers Act of 1940 (15 U.S.C. § 80b-1)
• Securities Investor Protection Act of 1970 (SIPA) (15 U.S.C. § 78aaa)
• Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA) (12 U.S.C. § 1811)
• Securities Enforcement Remedies & Penny Stock Act of 1990 (15 U.S.C. §§ 78q-2, 78u-2)
• Private Securities Litigation Reform Act of 1995 (PSLRA) (15 U.S.C. § 78u-4(a)(1))
• National Securities Markets Improvement Act of 1996 (NSMIA) (15 U.S.C. § 80b-3a)
• Gramm-Leach-Bliley Act (Financial Services Modernization Act of 1999)
• Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7201)
• Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. § 5301)

Online Practice Centers allow practitioners to stay current on case law and statutory law,  updates, and news. They also provide resources specific to the practice of law, such as securities law forms, guidance documents, toolkits and sample agreements.

Bloomberg Law Corporate Transactions Practice Area 

Features regulatory resources such as SEC guidance, comment letter threads, forms, tables, and no-action letters. Users can search SEC filings and peruse the securities practice portfolio series. News and analysis are also available, such as Insights on Securities Practice.

Bloomberg Law Securities Practice Center

Provides a comprehensive securities practitioners’ toolkit including a range of practice tools, primary sources, dockets, secondary analysis, and news. Features within the practice center include EDGAR advanced searching, Deal Analytics: Equity Offerings, litigation analytics, SEC ALJ Enforcement Analytics, and more.

VitalLaw Securities Practice Area

Offers extensive research tools and access up-to-date analysis on Corporation Law & Governance as well as State, Federal and International Law. Additional features include treatises, explanations, rules, guides, current awareness, news, sample forms, and practice tools such as smart charts that allow practitioners to research and compare corporation law topics across jurisdictions.

Westlaw Edge Mergers and Acquisitions Practice Area

Users can access EDGAR filings and disclosures, as well as tools such as securities dockets, securities acts and regulations, Dodd Frank Wall Street Reform and Drafting Assistant.

The law library has several books and treatises on Securities Law in its collection:

The Law of Securities Regulation by Thomas Hazen - KF1439 .H39 2017 (also available electronically via West Study Aids)

This hornbook is a comprehensive secondary source for the study of Securities Regulation. Coverage includes definition of “security,” registration and disclosure obligations under the Securities Act of 1933, exemptions from registration, reporting obligations under the Securities Exchange Act of 1934, the proxy rules, tender offer regulation, and civil liabilities.

The Logic of Securities Law by Nicholas L. Georgakopoulos - KF1439 .G46 2017

This book opens with a simple introduction to financial markets, attempting to understand the action and the players of Wall Street by comparing them to the action and the players of main street. Firstly, it explores the definition of a security by its function, the departure from the buyer beware environment of corporate law and the entrance into the seller disclose environment of securities law. Secondly, it shows that the cost of disclosure rules is justified by their capacity to combat irrationalities, fads, and panics. The third section explains how the structure of class actions is designed to improve deterrence.

Principles of Securities Regulation by Thomas Hazen - KF1439 .H393 2017

This title includes the most recent developments in securities regulation in an accessible format, including the JOBS Act.

Securities Regulation: Cases and Materials by Thomas Hazen - KF1438 .R379 2016

This edition covers recent developments in the courts and SEC rulemaking, including 1933 Act registration and broker-dealer regulation developments such as FINRA. In addition to the leading cases and SEC developments, the casebook includes explanatory material to guide the student through this complex maze of regulation.

Securities Regulation in a Nutshell by Thomas Hazen - KF1440 .R37 2016 (also available electronically via West Study Aids)

This title will help you acquire an understanding of the basic content and organization of federal and state securities law. It provides a summary of an intricate regulatory system.

Understanding the Securities Laws - KF1436.5 .S632 (also available electronically via PLI Plus)

This primer provides an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners as well as SEC staff. Emphasis will be placed on the interplay among the Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes–Oxley Act, Dodd–Frank Act, JOBS Act, securities-related provisions of the FAST Act, related SEC regulations, and significant legislative and regulatory changes and proposals made in the wake of the 2016 election.

Treatise on the Law of Securities Regulation by Thomas Hazen -  KF1439 .H391 2016

This resource discusses basic securities regulation issues and provides the specifics on a variety of topics, including registration requirements, process of registration, exemptions from and liabilities under the Securities Act, registration and reporting requirements, shareholder suffrage, corporate takeovers, and civil liability.

The research guides listed below provide additional information on securities law research.

• Duke Law Library Securities Law Research Guide
• Harvard Law School Library Securities Regulation and Litigation Research Guide
• NYU Law Library Securities Research Guide
• Pace Law School Library Securities Law Research Guide

NASDAQ - www.nasdaq.com

New York Stock Exchange (NYSE) - www.nyse.com

Securities and Exchange Commission - www.sec.gov