Securities Law (U.S. and International) Research Guide
This guide is a starting point for research in securities law, covering U.S. federal, U.S. state, international, and foreign securities law.
Contents
- Getting Started
- Secondary Sources
- Current Developments & Periodicals
- Federal Statutes & Legislative History
- Regulations & SEC Guidance
- Case Law & Enforcement
- State Securities Law
- International Securities Law
- Exchange & Self-Regulatory Organization Materials
Key to Icons
- Georgetown only
- On Westlaw
- On Lexis
- On Bloomberg
- PDF
- More Info (hover)
- Preeminent Treatise
- Study Aid
Federal Statutes & Legislative History
Securities are governed by federal, state, and international law. This section of the guide focuses on U.S. federal law.
Legislation
Although the federal securities laws are primarily codified throughout Title 15 of the U.S. Code, practitioners rarely refer to code sections when referencing securities laws. Instead, securities lawyers refer to the original act sections, and so it is easier to research the securities laws in sources that are organized by act. The best of these are Wolters Kluwer's Federal Securities Law Reporter and Bloomberg's Securities Practice Center.
Core Legislation (enacted in the 1930s and 1940s):
- Securities Act of 1933, codified as amended at 15 U.S.C. § 77a et seq. 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.
- Securities Exchange Act of 1934, codified as amended at 15 U.S.C. § 78a et seq. The ’34 Act extended federal regulation of securities trading to securities already issued and outstanding. It also created the Securities and Exchange Commission ("SEC").
- Investment Advisers Act of 1940, codified as amended at 15 U.S.C. § 80b‹1 et seq. The Advisers Act requires that certain investment advisers register with the SEC.
- Investment Company Act of 1940, codified as amended at 15 U.S.C. 80a‹1 et seq. The 1940 Act applies to companies whose business primarily involves investing in other companies, such as mutual fund companies.
More Recent Legislation:
- Sarbanes-Oxley Act of 2002, codified and amended at 15 U.S.C. § 7201 et seq. SOX 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). The Dodd-Frank Act included sweeping securities reforms, including increased investor protection and expanded SEC enforcement powers. Secondary sources specific to Dodd-Frank are: Dodd-Frank Wall Street Reform and Consumer Protection Act: Law, Explanation and Analysisand Dodd-Frank News Center.
- Jumpstart Our Business Startups (JOBS) Act of 2012. A primary goal of the JOBS ACT is to reduce the costs for emerging companies to go public. A guide to the JOBS Act is available on Jumpstart Our Business Startups Act: Law, Explanation and Analysis
Compiled Legislative History Sources
- Legislative History of the Securities Act of 1933 and Securities Exchange Act of 1934. Compiled by J. S. Ellenberger and Ellen P. Mahar in paper: KF1066 .A58 1973.
- Federal Securities Laws: Legislative History, 1933-1982 (supplemented through 1990). Compiled by the Federal Bar Association, Securities Law Committee KF1433.8 .F42 1983.
- Westlaw
- U.S. GAO Federal Legislative Histories.
- Arnold & Porter's Legislative History of the Sarbanes-Oxley Act of 2002. Full text.
- Arnold & Porter's Legislative History of the Insider Trading and Securities Fraud Enforcement Act of 1988. Full text.
- Lexis
