INTRODUCTION

This guide is intended as a starting point for research in securities law at the Georgetown Law Library. It includes both primary and secondary materials, in both print and electronic formats. It covers U.S. federal, U.S. state, international, and foreign securities law.

Getting Started

Unless you are an expert in this area of law, or already have a citation to a specific document, it is probably a good idea to begin your research with a book or a journal article. Either of these two types of secondary sources can provide citations to and explain how the various primary authorities fit together. Once you have citations to some primary authorities, you should complete your research by updating them (e.g., making sure the cited cases haven't been overruled, or the statutes repealed).

1. Selected Treatises

Quick and Basic Overview:

• David Ratner & Thomas Lee Hazen, Securities Regulation in a Nutshell KF1440 .R37 2009

More Sophisticated, Single-Volume Treatises:

• Louis Loss & Joel Seligman, Fundamentals of Securities Regulation KF1439 .L6 2003
• Thomas Lee Hazen, The Law of Securities Regulation KF1439 .H39 2009

Comprehensive, Multi-Volume Treatises:

• Louis Loss, Joel Seligman & Troy Paredes, Securities Regulation KF1070 .L6 2006
• Thomas Lee Hazen, Treatise on the Law of Securities Regulation KF1439 .H39 2009

2. Loose-Leaf Service: CCH Federal Securities Law Reporter

• CCH Federal Securities Law Reporter KF1068.4 .C58 is a loose-leaf service that provides both primary and secondary materials. It has long been regarded as the most comprehensive, convenient, and widely used commercial source for researching securities law. It brings together the full text of statutes, regulations, selected SEC releases, case annotations, commentary, and analysis in one place and offers many useful finding tools. The print loose-leaf services are usually updated at least monthly, by interfiling loose pages with pages already contained in ring binders.

• Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.

FEDERAL STATUTES

1. Major Federal Securities Acts:

The following acts are recognized as the major acts governing federal securities law. Most federal securities statutes are codified in Title 15 of the United States Code.

• Securities Act of 1933, ch. 38, Title I, 48 Stat. 74 (1933), codified as amended at 15 U.S.C. § 77a et seq. ("the '33 Act"). The '33 Act was the first major federal legislation intended to regulate the sale of securities. Until its passage, securities were regulated only by the states. Applies only to new issues of securities.
• Securities Exchange Act of 1934, ch. 404, 48 Stat. 881 (1934), codified as amended at 15 U.S.C. § 78a et seq. ("the '34 Act"). This act extended federal regulation of securities trading to securities that were already issued and outstanding. It also created the Securities and Exchange Commission ("SEC").
• Public Utility Holding Company Act of 1935 (repealed), 40 Stat. 803 (1935), codified at 15 U.S.C. § 79a et seq. It was enacted to regulate electric utility and natural gas holding companies. This Act was repealed in 2005.
• Investment Advisers Act of 1940, ch. 686, Title II, 54 Stat. 847 (1940), codified as amended at 15 U.S.C. § 80b‹1 et seq. ("Advisers Act"). The Advisers Act requires that certain investment advisers register with the SEC.
• Investment Company Act of 1940, ch. 686, Title I, 54 Stat. 789 (1940), codified as amended at 15 U.S.C. 80a‹1 et seq. ("1940 Act"). This act applies to companies whose business primarily involves investing in other companies. Example: mutual funds.
• Private Securities Litigation Reform Act of 1995, Pub. L. 104-67, 109 Stat. 737 (1995), codified as amended in scattered parts of 15 U.S.C. ("PSLRA"). The purpose of the PSLRA is to curb abusive litigation in which attorneys file suit only to wrest settlements from issuers.
• Gramm-Leach-Bliley (Financial Services Modernization) Act of 1999, Pub. L. 106-102, 113 Stat. 1338 (1999). The Gramm-Leach-Bliley Act repealed the Glass-Steagall Act of 1933, which prohibited banks, securities firms, and insurance companies from affiliating with each other.
• Sarbanes-Oxley Act of 2002, Pub. L. 107-204, 116 Stat. 745 (2002), codified and amended at 15 U.S.C. § 7201 et seq. This act established new accountability standards and criminal penalties for corporate officers and directors, and new independence standards for external auditors. It also created the Public Company Accounting Oversight Board, which creates standards to be applied in audits of companies registered with the SEC.
• Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act of 2010), Pub.L. 111-203, H.R. 4173 (111^th). A Dodd-Frank Act implementation guide is available on Bloomberg Law and the Banking Law Research Guide provides additional information about this new piece of legislation.

2. Additional Sources of Federal Statutes:

• CCH Federal Securities Law Reporter KF1068.4 .C58 1964
  Organized by major federal securities act, e.g., Securities Act of 1933, Securities Exchange Act of 1934. Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• LIVEDGAR (Under Securities Law & Regulations)
• Westlaw
  Federal Securities - United States Code Annotated (FSEC-USCA). This database contains only the securities statutes from the United States Code Annotated.
• Lexis
  Legal > Area of Law - By Topic > Securities > Statutes, Regulations & Administrative Materials > Federal > USCS - Securities - Titles 7, 12, 15, 18 and 31. This database contains only the securities statutes from the United States Code Service.
• Hein Online - This resource provides a PDF format of U.S. Statutes at Large documents, such as :
  Securities Act of 1933
  Securities Act of 1934
• United States Code KF62 2000 .A2
  This is the official codification of U.S. statutes, published by the Government Printing Office.
• United States Code Annotated KF62 1927 .A3
  The United States Code Annotated (USCA) is a commercial version of the United States Code published by West.
• United States Code Service KF62 1972 .U5
  The United States Code Service (USCS) is a commercial version of the United States Code published by Lexis.

Further Information:

See the Library research guide "Finding Statutes" and the Library's jurisdictional research guides.

FEDERAL LEGISLATIVE HISTORY

Legislative history can be useful when you are attempting to interpret ambiguous statutory language. If you are interested in the legislative history of a federal securities act, the compiled legislative history sources listed below may be useful to you. For additional information on legislative history research, see the Library‰s Legislative History Research Guide. This guide describes sources for compiling your own legislative history when necessary, and explains the signficance of the various documents of federal legislative history (e.g., committee reports, hearings, floor debate).

• Legislative History of the Securities Act of 1933 and Securities Exchange Act of 1934. Compiled by J. S. Ellenberger and Ellen P. Mahar KF1066 .A58 1973. Also available in PDF format through HeinOnline.
• Federal Securities Laws: Legislative History, 1933-1982 (supplemented through 1990). Compiled by the Federal Bar Association, Securities Law Committee KF1433.8 .F42 1983.
• Westlaw
  • Federal Securities Legislative History (FSEC-LH). Contains selected legislative history documents for federal securities acts beginning with 1933. Full text.
  • Gramm-Leach-Bliley Act Legislative History (GLBA-LH). Contains congressional committee reports related to the passage of the Gramm-Leach-Bliley (Financial Services Modernization) Act of 1999.
  • Arnold & Porter's Legislative History of the Sarbanes-Oxley Act of 2002 (SAROX-LH). Full text.
  • Arnold & Porter's Legislative History of the Insider Trading and Securities Fraud Enforcement Act of 1988 (INSIDER-LH). Full text.
• Lexis
  • Legal > Area of Law - By Topic > Securities > Statutes, Regulations & Administrative Materials > Federal > US - CIS Legislative Histories - Securities Law. Provides abstracts of and citations to committee reports, hearings, and other legislative documents produced in association with federal securities laws enacted since 1970. Links to the full text of selected documents.
  • Legal > Area of Law - By Topic > Securities > Statutes, Regulations & Administrative Materials > Federal > House and Senate Committee Reports of the 1933 and 1934 Acts . Full text.

FEDERAL & STATE CASE LAW & JUDICIAL MATERIALS

1. Case Law

In addition to the usual sources of U.S. case law (e.g., the Federal Reporter & Federal Supplement, West's regional reporters), the sources below contain case law on securities issues:

a. Federal Cases

• CCH Federal Securities Law Reporter KF1068.4 .C58 1964
  Provides selected federal securities law cases. Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• Westlaw
  • Federal Securities Law Cases (FSEC-CS)
• Lexis
  • Legal > Area of Law - By Topic > Securities > Cases & Court Rules > Federal > Federal Securities Cases

b. State Cases

• CCH Blue Sky Law Reporter KF1436.5 .C6 1964. Provides selected state securities law cases. Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• Westlaw
  • Multistate Securities and Blue Sky Law Cases (MSEC-CS)
  • Securities and Blue Sky Law Cases by Individual State (XXSEC-CS, where XX is the state's postal abbreviation)
• Lexis
  • Legal > Area of Law - By Topic > Securities > Cases & Court Rules > State Securities Cases

2. Judicial Materials

Judicial materials include court filings, statistical reports, and other documents.

• Stanford Law School Securities Class Action Clearinghouse
  The Clearinghouse maintains an Index of Filings of securities issuers that have been named in federal class action securities fraud lawsuits since passage of the Private Securities Litigation Reform Act of 1995. It also provides copies of more than 28,000 complaints, briefs, filings, and other litigation-related materials filed in these cases, and statistical reports.
• Lexis
  • Legal > Area of Law - By Topic > Securities > Briefs, Motions, Pleadings & Verdicts > Selected Securities Briefs and Motions
    Includes materials from all federal jurisdictions and selected state jurisdictions (2000 - ).

Further Information:

See the Library's Case Law Research Guide, Briefs & Oral Arguments Research Guide and the Library's jurisdictional research guides.

FEDERAL REGULATIONS & ADMINISTRATIVE MATERIALS

In the area of federal securities law, administrative materials include not only regulations, but also administrative decisions and assorted SEC releases.

1. Federal Regulations

SEC regulations are first published in the Federal Register KF70 .A2, then codified in Title 17 of the Code of Federal Regulations. Some of the more commonly cited regulations and their C.F.R. citations include:

• 10b-5
  • Securities fraud, insider trading: 17 C.F.R. §§ 240.10b-5, 240.10b5-1, 240.10b5-2
  • Trust indentures: 17 C.F.R. § 260.10b-5
• Regulation 8B (registration statements under the Investment Company Act), 17 C.F.R. §§ 270.8b-1 through 270.8b-33
• Regulation D (rules governing the limited offer & sale of securities without registration under the '33 Act), 17 C.F.R. §§ 230.501-230.508
• Regulation NMS (National Market System), 70 Fed. Reg. 37496 (June 29, 2005) (codified as amended in scattered parts of 17 C.F.R. Parts 200, 201, 230, 240, 242, 249, and 270)
• Regulation S-P (privacy of consumer financial information), 17 C.F.R. Part 248
• Regulation S-T (electronic filing), 17 C.F.R. Part 232
• Regulation S-X (accounting rules), 17 C.F.R. Part 210
• Securities Offering Reform, 70 Fed. Reg. 44722 (Aug. 3, 2005) (codified as amended in scattered parts of 17 C.F.R. Parts 200, 228, 229, 230, 239, 240, 243, 249, and 274)
• etc.

Chapter 1 of the book Specialized Legal Research KF240 .S64 1987 provides a fuller concordance of rule numbers/popular names and C.F.R. citations.

• Sources of the C.F.R.:
  • Code of Federal Regulations KF70 .A3.
  • CFR on GPO Access (1998 - ). Must be updated using the List of CFR Sections Affected and Federal Register.
  • e-CFR on GPO Access (current to within 2 or 3 days; no historic regulations available)
  • Westlaw
    Code of Federal Regulations - Securities (FSEC-CFR)
  • Lexis
    
• Other Sources of SEC Regulations:
  • SEC Web Site
    • Final Rules (1994 - )
    • Proposed Rules (1994 - )
  • CCH Federal Securities Law Reporter KF1068.4 .C58 1964
    Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
  • LIVEDGAR Select the "Securities Laws & Regulations".

Further Information:

See the Library's research guide, "Administrative Law Research" and Accounting Research," http://www.law.georgetown.edu/library/research/guides/accounting.cfm.

2. Federal Administrative Decisions

The SEC has statutory authority to act as a quasi-court in matters relating to violations of its regulations. When the SEC acts as a quasi-court, it does so through an administrative law judge (,ALJŠ) who issues opinions resembling those issued by Article III (judicial branch) courts. ALJ decisions may be appealed to the Commissioners themselves, and ultimately to an Article III court. Decisions of the ALJs and Commissioners are known as administrative decisions. Sources:

• CCH Federal Securities Law Reporter KF1068.4 .C58 1964
  Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• LIVEDGAR (ALJ Decisions & Orders: 1995 - ; Commissioners Opinions: 1996 - .) Select the Securities Regulatory Library, then Litigation.
• SEC Web Site
  • Commissioners Opinions (1996 - ): http://www.sec.gov/litigation/opinions.shtml
  • ALJ Decisions & Orders (1960 - ): http://www.sec.gov/litigation/aljdec.shtml
• SEC Decisions & Reports KF1444 .A55 (Commissioners Opinions only; 1936-2001)
• Westlaw
  • Federal Securities Releases (FSEC-RELS) (1933 - ). This database contains other types of documents in addition to ALJ and Commissioner decisions, including interpretive releases, proposed and final rules, etc. See the discussion of SEC Releases, below.
• Lexis
  • Legal > Area of Law - By Topic > Securities > SEC & Other Administrative Materials > Federal > Agency Decisions > SEC Decisions, Orders & Releases (1933 - ). This database contains other types of documents in addition to ALJ and Commissioner decisions, including interpretive releases, proposed and final rules, etc. See the discussion of SEC Releases, below.

3. SEC Releases

The SEC issues releases to communicate many types of information to the public. Releases include proposed and final regulations, ALJ decisions, guidance documents, orders, and other issuances. Each issuance is assigned a release number. Release numbers are assigned varying prefixes (e.g., 33-, 34-), indicating the statute they implement or interpret. These include:

• Securities Act of 1933 ‹ "33-"
• Securities Exchange Act of 1934 ‹ "34-"
• Investment Company Act ‹ "IC-"
• Investment Advisers Act ‹ "IA-"
  

A complete list of release prefixes is available in Chapter 1 of Specialized Legal Research KF240 .S64 1987. Sources of SEC releases include:

• SEC Docket KF1436.A2 S4 (1973 - )
• CCH Federal Securities Law Reporter KF1068.4 .C58 1964. (Selected releases only, 1940 - .) Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• LIVEDGAR . (Coverage varies by type of release.) Select the "Securities Regulatory Library."
• SEC Web Site (Coverage varies by type of release, but mostly dates back to about 1995.) The only search engine available is the general web site search, but releases are browseable by type:
  • ALJ Decisions & Orders: http://www.sec.gov/litigation/aljdec.shtml (1960 - )
  • Commissioners Opinions: http://www.sec.gov/litigation/opinions.shtml (1996 - )
  • Concept Releases: http://www.sec.gov/rules/concept.shtml (1994 - )
  • Exchange Delistings: http://www.sec.gov/rules/delist.shtml (2004 - )
  • Exemptive Orders: http://www.sec.gov/rules/exorders.shtml (selected, 1999 - )
  • Final Rules: http://www.sec.gov/rules/final.shtml (1962 - )
  • Interpretive Releases: http://www.sec.gov/rules/interp.shtml (1995 - )
  • Litigation Releases: http://www.sec.gov/litigation/litreleases.shtml (1995 - )
  • PCAOB Releases: http://www.sec.gov/rules/pcaob.shtml (2003 - )
  • Proposed Rules: http://www.sec.gov/rules/proposed.shtml (1994 - )
  • Other Commission Orders, Notices, and Information: http://www.sec.gov/rules/other.shtml (selected, 1995 - )
• Westlaw: Federal Securities Releases (FSEC-RELS) (1933 - )
• Lexis: (1933 - )

4. SEC No-Action Letters

No-action letters are informal opinion letters, with no precedential value. Private parties request these letters when entering into transactions that may not comply with the law, to ask whether the transactions will result in SEC enforcement action. No-action letters are binding only with respect to the requesting party. Nevertheless, they offer some insight into legal positions the SEC might take in other cases. Sources:

• SEC Web Site (Selected letters, 1998 - )
• CCH Federal Securities Law Reporter KF1068.4 .C58 1964. (1971 - ). Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• LIVEDGAR (1971 - )
• Westlaw: SEC No-Action Letters (FSEC-NAL) (1970 - ).
• Lexis: (1971 - ).

5. Annual Report of the Securities and Exchange Commission

Provides review of major SEC activities, and securities trading statistics. Sources:

• SEC Web Site (1935 - )
• Print KF1439 .A4 (1935 - )

6. Combined Federal Administrative Materials Databases

It is possible to search all or several different types of SEC administrative materials at the same time in the following databases:

• CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• LIVEDGAR . Select the "Securities Regulatory Library."
• Westlaw: FSEC-ADMIN
• Lexis

EXCHANGE & SELF-REGULATORY ORGANIZATION MATERIALS

The Financial Industry Regulatory Authority (FINRA), the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) and the regional stock exchanges are U.S. organizations that create rules binding on their members and take disciplinary action against their members with the authorization of the SEC. They also create and enforce rules that apply to companies listed on their exchanges. Foreign stock exchanges also create and enforce rules that are applicable to companies listed with them. Sources of the materials produced by these organizations are listed below.

1. Proposed Rules and National Market System Plans of All SROs

• SEC Web Site (selected proposals currently open for comment)

2. Financial Industry Regulatory Authority (formerly known as the National Association of Securities Dealers)

• FINRA Manual
• • CCH Business & Finance Research Network (Exchanges & SROs tab: NASD Manual database)
  • Westlaw: NASD-MANUAL
  • Lexis: Legal > Area of Law - By Topic > Securities > Find Self-Regulatory Organizations (SRO) Materials > National Association of Securities Dealers (NASD) Manual
• Disciplinary Actions
• • FINRA Web Site
  • • Monthly Disciplinary Actions(summaries only; 1996 - )
    • Hearing Officers Decisions & Proceedings (full text; 1998 - )
  • CCH Business & Finance Research Network(Exchanges & SROs tab: NASD Plus & NASD Tracker Archives databases)
  • Westlaw: NASD-DISP(selected coverage 1990 - ; full coverage 1992 - )
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > National Association of Securities Dealers (NASD) Disciplinary Actions (April 1988 - )
• Arbitration Awards
• • FINRA Web Site (1980 - )
  • Westlaw: NASD-ARB (1981 - )
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > National Association of Securities Dealers (NASD) Arbitration Awards(1989 - )
• Notices to Members
• • FINRA Web Site (1983 - )
  • CCH Business & Finance Research Network (Exchanges & SROs tab: NASD Manual database) (1983 - )
  • Westlaw: NASD-NOTICE (1983 - )
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > National Association of Securities Dealers (NASD) Notices to Members (April 1970 - )

3. New York Stock Exchange (NYSE)

NYSE is now owned by NYSE Euronext, Inc., an Euro-American multinational financial services corporation that operates multiple securities exchanges, most notably New York Stock Exchange, Euronext and NYSE Arca. It was formed in 2007, when NYSE Group, Inc. merged with Euronext N.V. The American Stock Exchange (Amex) is now also part of NYSE Euronext,the acquisition was completed in October 2008 and it now becomes ,NYSE Amex.Š]

• Rules & Interpretations
• • NYSE Website
  • CCH Business & Finance Research Network (Exchanges & SROs tab: NYSE Guide database)
  • Westlaw: NYSE-CONST (constitution only)
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > New York Stock Exchange Constitution and Rules
• Listed Company Directory
• • NYSE Web Site
  • CCH Business & Finance Research Network (Exchanges & SROs tab: NYSE Listed Company Manual database)
  • Westlaw: NYSE-LCM
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > NYSE Listed Company Manual
• Disciplinary Actions
• • NYSE Web Site (1972 - )
  • CCH Business & Finance Research Network(Exchanges & SROs tab: NYSE Plus database) (1992 - )
  • Westlaw: NYSE-DISP(1972 - )
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > New York Stock Exchange Disciplinary Actions(1973 - )
• Arbitration Decisions
• • FINRA, Arbitration and Mediation
  • Westlaw: NYSE-ARB (1989 - )
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > New York Stock Exchange Arbitration Decisions (1989 - )
• Information Memos
• • NYSE Web Site (1986 - )
  • CCH Business & Finance Research Network(Exchanges & SROs tab: NYSE Guide database)
  • Westlaw: NYSE-INFOMEM (1997 - )
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > New York Stock Exchange Information Memos(1976 - )
• Interpretation Handbook
• • CCH Business & Finance Research Network(Exchanges & SROs tab: NYSE Interpretation Handbook database)
  • Westlaw: NYSE-INTRP
  • Lexis: Legal > Area of Law - By Topic > Securities > Self-Regulatory Organizations (SRO) Materials > NYSE Interpretation Handbook

4. NASDAQ Stock Market [http://www.nasdaq.com]

• Rules, Interpretations, & By-Laws
• • NASDAQ Web Site

5. U.S. Regional Stock Exchanges

Information from the regional stock exchanges can be found on their web sites (listed below) and in the CCH Business & Finance Research Network (Exchanges & SROs tab).

• Boston Stock Exchange (now owned by NASDAQ)
• Chicago Stock Exchange
• National Stock Exchange
• NYSE ARCA (formerly Pacific Exchange)

ADDITIONAL SECONDARY SOURCES

1. Other Selected Treatises

• Federal Law:
• • Bromberg and Lowenfels on Securities Fraud & Commodities Fraud (1994) KF1070 .B7 1994; also available on Westlaw: SECBROMLOW. Loose-leaf for updating.
  • Exempted Transactions Under the Securities Act of 1933 (2d ed. 2001-) KF1439 .H5 2001, no longer updated in print; also available on Westlaw: SECEXTRANS
  • Federal Securities Act of 1933 (2001-) KF1436.5.F42; also available on Lexis. The Library's copy was last updated in 2008, then bound, but the Lexis database is still updated.
  • Federal Securities Exchange Act of 1934 (2000-) KF1068.4 .G32; also available on Lexis. The Library's copy was last updated in 2008, then bound, but the Lexis database is still updated.
  • Fundamentals of Securities Regulation (5th ed. 2003-) KF1439 .L6 2003. Single volume, updated with pocket parts.
  • Insider Trading: Regulation, Enforcement, and Prevention (1991-) KF1073 .I5 L363 1991; also available on Westlaw: INSIDETRAD. Loose-leaf for updating.
  • International Dimensions of U.S. Securities Law (2005) KF1439 .H53 2005, no longer updated in print, also available on Westlaw: SECIDUSL.
  • Liability of Attorneys and Accountants for Securities Transactions, (1991-) KF1446.A7 H3; also available on Westlaw: SECATTACC . New edition published annually.
  • Section 16 of the Securities Exchange Act (2d ed. 2002-) KF1073.I5 J3 2002; also available on Westlaw: SEC16. Loose-leaf for updating.
  • Securities and Federal Corporate Law (2d ed. 2001-) KF1439 .B54 2001; also available on Westlaw: SECFEDCORP. Loose-leaf for updating.
  • Securities: Public and Private Offerings (2002) KF1439 .P73 2001; also available on Westlaw: SECPUBPRIV. Loose-leaf for updating.
  • Securities Regulation (4th ed. 2006-) KF1070 .L6 1989. Multiple volumes, updated with replacement volumes and supplemental pamphlets Also on CCH Business and Finance Internet Research NetWork; select the "Securities" tab)
  • Treatise on the Law of Securities Regulation (5th ed. 2005-) KF1439 .H39 2005; also available on Westlaw: LAWSECREG. Updated with pocket parts.
  • U.S. Regulation of the International Securities and Derivatives Markets (8th ed. 2006) K1114 .U18 2006; also available online through the CCH Business and Finance Internet Research NetWork; select the "International Business" tab.

Further Information:

You can find other securities law treatises by browsing around the call numbers above, or by searching the Library‰s online catalog at http://gull.georgetown.edu/. Some relevant subject headings include:

• Capital Market -- Law and Legislation
• Securities Industry -- Law and Legislation
• Securities -- United State
• Stock Exchanges -- Law and Regulation

2. Periodicals & Online Current Awareness

Articles related to securities law can be found using several databases & websites, including:

• ABI/Inform - Business Periodicals Indexes and abstracts to articles in 1300 business and management publications, with varying coverage, some citations dating back to the 1970s. Includes 350 titles from outside the U.S. Also contains complete articles for more than 600 of the more important sources. Some representative titles include Barron's, The Bond Buyer, Fortune, and Forbes.
• Bloomberg Law Securities Practice Center - Securities Laws & Regulations, SEC Forms, news and Bloomberg Law Reports on all aspects of Securities Law, including a resource guide on Dodd-Frank: Securities.
• Bond Buyer Daily trade paper devoted to the municipal bond industry. Available online, but delayed 7 days
• Business Lawyer Official quarterly journal of the ABA Section of Business Law. Includes in-depth articles on securities law issues. Recent print issues are on reserve at the circulation desk; other issues are in Williams at K2 .U7. Also available electronically at K2 .U7 Electronic.
• Factiva Provides worldwide full text coverage of local and regional newspapers, trade publications, and business news. ON CAMPUS ONLY; Internet Explorer is required. Representative titles include The Financial Times, and The Wall Street Journal.
• Financial Times (London) Recent issues are in the Loewinger Lounge & at INT'L RES; past issues (1990 - ) are available on microform in Media Services, Daily financial newspaper offering a global perspective. Available online through Factiva (1980 - ; ) and Lexis.
• Fordham Journal of Corporate and Financial Law This journal publishes articles discussing finance, securities and tax law. Print issues available at K6 .O67; also available electronically at K6 .O67 Electronic.
• Insights: The Corporate & Securities Law Advisor KF1397 .I57 This monthly publication, edited by a partner of Gibson, Dunn, & Crutcher LLP, provides analysis of SEC regulatory and enforcement developments, court decisions, corporate governance best practices, and M&A transactions. It is available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• RRDonnelley.com This site monitors the SEC on a daily basis and provides Daily Briefs, and other breaking news.
• SECLAW.com News, information and commentary from the government, self-regulatory agencies and securities firms. Includes a Securities Law blog.
• Securities Law Daily (Bloomberg BNA)
  Daily newsletter reporting on developments in federal and state securities law (1999 - ).
• Securities Law Review This work helps you stay in touch with the latest shifts in securities law by collecting articles about securities law from the past year and compiling them in one volume. Print issues available in Williams at K23 .E25; also available on Westlaw: SECLAWREV.
• Securities Regulation Law Journal This quarterly journal features articles by noted practitioners and scholars in the field of securities regulation law. Print issues available at K23 .E26.
• Securities Regulation & Law Report (Bloomberg BNA) Federal and state developments in the regulation of securities and futures trading and accounting, with coverage of the SEC, Commodities Futures Trading Commission, industry, courts, and Congress. (Coverage: Feb. 1996 to present.)
• Wall Street Journal Recent issues are in the Loewinger Lounge & at Williams Reserve; past issues (1970 - 2004) are available on microfilm in Media Services (1st Fl.) Daily financial newspaper. Available online through Factiva (June 1979 - ; see above for more information). Editions from 1889 -1991 are on Proquest Historical Newspapersdatabase.
• World Securities Law Report (Bloomberg BNA)Monthly newsletter providing news, expert analysis, and practical guidance on developments in the regulation of securities transactions around the world. Focuses particularly on developments affecting cross-border transactions (September 2004 - ).

3. Blogs

• Jim Hamilton‰s World of Securities Regulation
• Securities Law Prof Blog
• The Race to the Bottom Blog
• The Securities Law Blog

STATE SECURITIES LAW

This Research Guide covers only the most general sources for researching state securities law. For more detailed information related to specific jurisdiction, please see the Library's jurisdictional research guides. These jurisdictional guides - some of them very extensive - are designed to help you locate legal materials in a specific jurisdiction.

STATE STATUTES

1. Blue Sky Laws

In the United States, each individual state has its own securities laws and rules. These state statutes are commonly known as ,Blue Sky Laws.Š Although the specific provisions of these laws vary among states, they all require the registration of securities offerings, and registration of brokers and brokerage firms. Each state has a regulatory agency which administers the law, typically known as the State Securities Commissioner.

• CCH Blue Sky Law Reporter KF1436.5 .C6 1964, no longer updated in print.. Provides state securities statutes and regulations, as well as selected state securities law cases. Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• Westlaw
• • Blue Sky Statutes (BLUESKY-ST) (combined states)
  • Blue Sky Statutes by Individual State (XXSEC-ST where XX is the state's postal abbreviation)
• Lexis
• • Legal > Area of Law - By Topic > Securities > Statutes, Regulations & Administrative Materials > By State Code > State Codes, Constitutions, Court Rules & ALS, Combined

2. Uniform Securities Act

The National Conference of Commissioners on Uniform State Laws http://www.nccusl.org has promulgated a Uniform Securities Act with the goal of encouraging states to enact similar state securities laws. Note that the Uniform Securities Act itself is not binding on anyone; it can only be made binding by the adoption of each state's legislature. The most recent version of the Uniform Securities Act was published in 2002 and amended in 2005. Sources:

• Uniform Laws Annotated KF165 .A5; online through Westlaw: ULA (current, 1956, and 1985 versions)
• Lexis: Legal > Area of Law - By Topic > Securities > Statutes, Regulations & Administrative Materials > Uniform Acts > Martindale-Hubbell(R) - Uniform Securities Act of 1985 (with 1988 amendments) (actually amended through 2005; current only )
• Internet: http://www.law.upenn.edu/bll/ulc/securities/2002final.htm(current only)

Thirty-nine states and the District of Columbia have enacted some version of the Uniform Securities Act. For a list of adopting states with citations and links to their statutory codes, see the Legal Information Institute's list at http://www.law.cornell.edu/uniform/vol7.html#secur.

STATE CASES

• CCH Blue Sky Law Reporter KF1436.5 .C6 1964, no longer updated in print. Provides selected state securities law cases. Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• Westlaw
• • Multistate Securities and Blue Sky Law Cases (MSEC-CS)
  • Securities and Blue Sky Law Cases by Individual State (XXSEC-CS, where XX is the state's postal abbreviation)
• Lexis
• • Legal > Area of Law - By Topic > Securities > Cases & Court Rules > State Securities Cases

STATE REGULATIONS AND ADMINISTRATIVE MATERIALS

1. State Regulations

• CCH Blue Sky Law Reporter KF1436.5 .C6 1964, . no longer updated in print. Provides state securities regulations. Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• Westlaw
• • Regulations: XXSEC-REG, where XX is the state's postal abbreviation
• Lexis
• • Regulations: (select the appropriate state's database)

2. State Administrative Decisions

• CCH Blue Sky Law Reporter KF1436.5 .C6 1964 no longer updated in print.. Provides selected state securities law cases. Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• Westlaw
• • Multistate Securities and Blue Sky Law - Administrative Decisions (MSEC-ADMIN)
  • Individual State Securities and Blue Sky Law - Administrative Decisions (XXSEC-ADMIN, where XX is the state's postal abbreviation)
  • Individual State Securities and Blue Sky law - Administrative Decisions (XXSEC-ADMIN, where XX is the state's postal abbreviation)
• Lexis: (combined states)

LOOSE-LEAF SERVICES, TREATISES & ADDITIONAL SECONDARY SOURCES

• CCH Blue Sky Law Reporter KF1436.5 .C6 1964, no longer updated in print.. Provides state securities statutes and regulations, as well as selected state securities law cases. Also available online through the CCH Business and Finance Internet Research NetWork; select the "Securities" tab.
• Blue Sky Law (2001-) KF1070.Z95 L66 2001; also available on Westlaw: SECBLUE.. Loose-leaf for updating.
• Blue Sky Regulation (2d ed. 2003) KF1439 .S66 2003; also available on Lexis. 4 volumes. The Library's copy was last updated in 2004, then bound, but the Lexis database is still updated.

INTERNATIONAL SECURITIES LAW

This Research Guide covers only the major sources for researching international securities law. If you need more information for your international research question, please feel free to visit the International Reference Desk on the third floor of the John Wolff International & Comparative Law Library for further assistance. You may also reach the International Reference Desk by phone, by email or through Live Help online chat during Reference Desk hours.

TREATIES & OTHER INTERNATIONAL AGREEMENTS

1. Major Agreements

• International Organization of Securities Commissions' Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (May 2002) ("MMOU"). Signatories to the MMOU (who are securities regulatory agencies from 27 countries) agree to provide information related to bank and brokerage records, records identifying the beneficial owners of non-natural persons, and other critical information; to permit use of that information in enforcement and regulatory matters; and to otherwise keep that information confidential. The U.S. Securities and Exchange Commission has signed the MMOU.
• Convention on Insider Trading, opened for signature Apr. 20, 1989, entered into force Oct. 1, 1991, Council of Europe. The Convention "is intended to create mutual assistance by exchanges of information between Contracting Parties, to enable supervision of securities markets to be carried out effectively and to establish whether persons carrying out certain financial transactions on the stock markets are or are not insiders." (Quote from the introduction to the Explanatory Report.) The United States is not a signatory of the Convention on Insider Trading.
• Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary ("Hague Securities Convention"), opened for signature Dec. 13, 2002 . The purpose of the Convention is to reduce uncertainty about the law applicable to cross-border securities transactions where securities are held by an intermediary. So far, the Convention has no signatories.

2. Sources of Additional Agreements

• SEC Office of International Affairs: Bilateral Information Sharing Arrangements
• International Economic Law Documents
  Westlaw: IEL. This database is a project of the American Society of International Law (ASIL) Interest Group on International Economic Law and contains basic documents of international economic law as selected for the database by the editors.
• Lexis
  • (1776 - ). Provides full text of U.S. treaties and international agreements on all subjects.
• Westlaw
  • U.S. Treaties & Other International Agreements (USTREATIES) (1778 - ). Provides full text of U.S. treaties and international agreements on all subjects.
• TIARA: U.S. Treaties and International Agreements Subscription database service from Oceana Publications - GULC only. This database contains U.S. treaties and international agreements in force since 1783. It contains specific fielded data and the full text of over 10,000 bi-lateral and multilateral treaties signed by the United States. Be sure to log off when you are done searching.
  

Further Information:

See the Library research guide "Treaty Research".

FOREIGN LAWS & REGULATORS

1. Foreign Regulators

Countries other than the U.S. have their own agencies, similar to the SEC, that administer securities laws. Below are links to the web sites of selected foreign securities regulators:

• Australian Securities & Investments Commission
• Canadian Securities Administrators (links to provincial regulators)
• European Union:
  • Committee of European Securities Regulators
  • Internal Market and Services Directorate General:
• Germany: Bundesanstalt für Finanzdienstleistungsaufsicht
• Japan: Financial Services Agency
• Mexico: Comision Nacional Bancaria y de Valores
• United Kingdom: Financial Services Authority
• A list of additional foreign regulators, with links to their web sites, is available on the International Organization of Securities Commissions home page

2. Foreign Laws

• International Capital Markets and Securities Regulation (1982-) K1331 .I55 1982, no longer updated in print; also available on Westlaw. This multi-volume set provides analysis of securities laws from countries in Asia, Europe, and North America, as well as Israel and South Africa. It also provides selected primary materials in English from those countries and from selected South American countries.
• CCH Business and Finance Internet Research NetWork (International Business tab). Provides securities laws of 37 selected foreign countries, including Australia, Canada, China, France, Germany, and Italy.
• Foreign corporations laws (not necessarily securities laws, but sometimes including them) are available for many countries through Checkpoint (RIA) (International Tax Library > RIA Worldwide Tax Law > RIA Worldwide Tax Law Regions > [Region, e.g., Europe] > [Country, e.g. Germany] > Commercial Laws).

LOOSE-LEAF SERVICES, TREATISES & ADDITIONAL SECONDARY SOURCES

• European Regulation of Company and Securities Law (2005) K3842 .E972005
• European Securities Regulation (2003) KJE2247 .W37 2003
• International Dimensions of U.S. Securities Law (2005) KF1439 .H53 2005; also available on Westlaw: SECIDUSL.
• International Finance: Law and Regulation (2004) K4430 .S36 2004
• U.S. Regulation of the International Securities and Derivatives Markets (8th ed. 2006) K1114 .U18 2006; also available online through the CCH Business and Finance Internet Research NetWork; select the "International Business" tab.

Non-U.S. Exchanges

Rules of selected foreign stock exchanges are available in the loose-leaf service International Securities Regulation: Stock Exchanges of the World: Selected Rules & Regulations [INTL K1331 .I559], on the web sites of some exchanges, and in CCH Business & Finance Research Network (International Business tab). Below is a list of selected foreign stock exchange web sites; the web site Stock Exchanges Worldwide links to many others:

• Australian Stock Exchange
• Deutsche Borse (operator of the Frankfurt Stock Exchange)
• Honk Kong Stock Exchange
• London Stock Exchange
• Swiss Exchange
• Tel-Aviv Stock Exchange
• Tokyo Stock Exchange

 

Further Information:

See the Library research guide "Foreign and Comparative Law" and you can find other securities law treatises by browsing around the call numbers above, or by searching the Library‰s online catalog at http://gull.georgetown.edu/. Some relevant subject headings include:

• Capital Market -- Law and Legislation
• International Finance -- Law and Legislation
• Securities Industry -- Law and Legislation
• Securities -- European Union Countries
• Stock Exchanges -- Law and Regulation

COMPANY FILINGS

In the United States, publicly traded companies must file many reports with the SEC, including annual and quarterly reports, offering registration statements, earnings statements, and proxy statements. For resources which provide company filings, please consult the Company Financials section of our Company Research Guide.

ASSOCIATIONS

1. International Organization of Securities Commissions [http://www.iosco.org]

Organization whose members are national securities commissions from countries around the world.

2. North American Securities Administrators Association [http://www.nasaa.org]

Voluntary association of state, provincial, and territorial securities administrators of the 50 states, District of Columbia, Puerto Rico, U.S. Virgin Islands, Canada, and Mexico.

3. Securities Industry and Financial Markets Association [http://www.sifma.org/]

SIFMA members include investment banks, broker-dealers, and mutual funds.