Securities Regulation Resource Guide

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Introduction

Cases

Current Awareness & Journals

Statutes & Codes

Treatises & Practice Guides

Databases

Regulations, Rules, & SEC

Study Aids

Web Resources


Introduction

Securities Regulation concerns efforts  to protect investors from fraud, particularly by mandating that investors have efficient access to risk and benefit investment information. Thus, securities law regulates brokers and traders, as well as seeks to protect the purchase, sale, and trade of securities. Topics include the creation of a security, security holder suffrage and other rights, securities distribution in capital formation, securities trading, and special liabilities associated with securities transactions.

Please contact a research services law librarian for help with locating or using any of the resources discussed in this guide.

 

Statutes & Codes

US Code:  Title 15 - Commerce and Trade:  Chapter 2A. Securities and Trust Indentures (Subchapter I - Domestic Securities §§ 77a-77aa, Subchapter II - Foreign Securities §§77bb-77mm, Subchapter III - Trust Indentures §§77aaa-77bbb); Chapter 2B. Securities Exchanges (§§ 78a-78ll), Chapter 2B-1. Securities Investor Protections (§§ 78aaa-78lll); Chapter 2C. Public Utility Holding Companies (§§ 79-79z-6); Chapter 2D. Investment Companies and Advisors (Subchapter I - Investment Companies §§ 80a-1 - 80a-64, Subchapter II - Investment Advisers §§80b-1 - 80b-21); Chapter 98. Public Company Accounting Reform and Corporate Responsibility (§§ 7201-7266).   [Links via Cornell Law School's Legal Information Institute; "generated from the most recent version made available by the US House of Representatives."]

Note:  15 USC Chapter 2A encompasses the Securities Act of 1933.  15 USC Chapter 2B encompasses the Securities Exchange Act of 1934.


Ohio Revised Code:  Title 17 - Corporations - Partnerships:  Securities §1707 et seq.; Uniform Transfer-On-Death Security Registration Act §1709 et seq.

 

Regulations, Rules, & SEC

Code of Federal Regulations:  Title 17:  Commodity and Securities Exchanges:  17 CFR 1-199 Commodity Futures Trading Commission; 17 CFR 200-239 Securities and Exchange Commission; 17 CFR 240-end Department of the Treasury.  [Links via GPO Access.]

United States Securities and Exchange Commission
The SEC site includes links to:
•  EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system - Database of full-text forms filed by companies with the SEC. A wealth of information!
•  Regulatory Actions, such as Proposed Rules (1994- ) and Interpretive Releases (interpretations of federal securities laws and SEC regulations; 1995- ).
•  Staff Interpretations, such as Staff Legal Bulletins and (1997- ) and Compliance and Disclosure Interpretations.
•  Litigation activities, such as Commission Opinions and Adjudicatory Orders (1996- ) and Litigation Releases - Federal Court Actions (1995- ).


Ohio Administrative Code:  Department of Commerce - Division of Securities OAC 1301:6 et seq., Registration of Securities; Licensing OAC 1301:6-3 et seq.

Cases

BNA:  Securities Regulation and Law Report - Includes cases since 1996. 

LexisNexis 
•  Area of Law - By Topic:  Securities:  Find Cases & Court Rules:  Federal and State Securities Cases.  Includes US Supreme Court, US Courts of Appeals, Federal District Courts, and all 50 States.
•  Area of Law - By Topic:  Securities:  Find Cases & Court Rules:  State Securities Cases:   OH Securities Cases and Administrative Decisions.  Selected cases decided by the Ohio Supreme Court since 1821, Ohio Court of Appeals since 1913, and various Ohio Miscellaneous Courts since 1923.

Westlaw
•  Topical Materials by Area of Practice:  Securities:  Federal Cases (FSEC-CS).  Includes US Supreme Court, US Courts of Appeals, Federal District Courts, Bankruptcy Courts, Court of Federal Claims, Tax Court, military courts, and selected territorial courts.
•  U.S. State Materials:  Case Law:  Multistate Cases Organized by Area of Practice:  Securities & Blue Sky Law (MSEC-CS).  Includes all 50 states and the District of Columbia.
•  KeySearch - See Securities Law section.
•  U.S. State Materials:  Ohio:  Cases:  Case Law Organized by Practice Area or Topic:  Securities & Blue Sky Law (OHSEC-CS).  Selected cases decided by Ohio courts since 1821.

 

Treatises & Practice Guides

For treatises and other materials, search the Scholar and OhioLINK catalogs with the subject heading Securities.  See also the Securities Related Subject Headings.


Multi-Volume Sets

Going Public and the Public Corporation / Harold S. Bloomenthal and Samuel Wolff.  Thomson/West, c2003- .   KF1070 .B547.  Also available in Westlaw (SECPUBCORP).
Seven looseleaf volumes. Updated semiannually. Includes numerous document samples, Index, Table of Laws and Rules, Table of Additional Authorities, and Table of Cases.

Securities and Federal Corporate Law / Harold S. Bloomenthal and Samuel Wolff.  West Group, c1998- . Westlaw (SECFEDCORP).
Ten looseleaf volumes. Updated four times a year. Includes forms, Index, Table of Laws and Rules, Table of Additional Authorities, and Table of Cases.

Securities Regulation / Louis Loss, Joel Seligman, and Troy Paredes.  Wolters Kluwer Law & Business, c2006- .   Reference KF1070 .L62
Four volumes. Includes Index, Table of Cases, Table of SEC Releases, Table of Statutory Citations, Table of Rule Citations, and Table of Form Citations.

Treatise on the Law of Securities Regulation / Thomas Lee Hazen.  Thomson/West, c2009.   Reference KF1439 .H39 2009.  Also available in Westlaw (LAWSECREG).
Seven volumes. "Designed for attorneys needing an introduction to securities laws, as well as for specialists dealing with these issues on a daily basis." Includes Index, Table of Cases, Table of Statutes and Regulations, and Table of Federal Securities, Statutes, Rules and Releases.

Blue Sky Law / Joseph C. Long. West Group, c2001- . Law Library has up to 2007 release.  KF1070 .Z95 L66.   Also available in Westlaw (SECBLUE).
Two looseleaf volumes. "A comprehensive treatise on state securities regulation." Includes Index, table of Law and Rules, Table of Cases, and Table of Additional Authorities.

Bromberg & Lowenfels on Securities Fraud and Commodities Fraud / Alan R. Bromberg and Lewis D. Lowenfels.  Available in Westlaw (SECBROMLOW).
Updated semi-annually. "Contains a full analysis of all of the securities fraud provisions, particularly Rule 10b-5."

Derivatives Regulation / Philip McBride Johnson and Thomas Lee Hazen.  Aspen Publishers, c2004- .   KF1085 .J633 2004.
Three volumes. Includes Index, Table of Cases & Administrative Decisions, Table of Interpretive Letters & Miscellaneous Administrative Interpretations, Table of Statutes, and Table of Regulations.

The Practitioner's Guide to the Sarbanes-Oxley Act / John J. Huber, et al., eds.  American Bar Association Section of Business Law, c2004- .  KF1446 .A312002 P73 2004
Three looseleaf volumes.

Sarbanes-Oxley Deskbook / John T. Bostelman.  Available in Westlaw (PLIREF-SAROX).
"Called 'the bible for securities lawyers' by Fortune Magazine."

Broker/Dealer Law and Regulation, $th ed., Norman S. Poser, James A. Fanto KF1071 .P6723


One-Volume Titles

Corporate Finance and the Securities Laws / Charles J. Johnson, Jr. and Joseph McLaughlin. Aspen Publishers, c2006.  KF1428 .J58
Looseleaf. Includes Index.

Fundamentals of Securities Regulation / Louis Loss and Joel Seligman.  Aspen, c2003- .  Reserve KF1439 .L6 2003
Includes Index and supplement volume.

Sarbanes-Oxley Act in Perspective / Harold S. Bloomenthal.  Thomson/West, c2002- .   KF1423 .Z9 S25.  Also available in Westlaw (SEC-SOAP).
Annual. Includes Index, Tables of Cases, and Table of Laws & Rules.

Section 16 of the Securities Exchange Act / Arnold S. Jacobs.  Thomson/West, c2006- .   KF1073 .I5 J32.  Also available in Westlaw (SEC16).
Annual. "Provides guidance to ensure compliance with the reporting provisions of section 16 of the Securities Exchange Act of 1934."

Securities Law Handbook / Harold S. Bloomenthal. C. Boardman; West, c1978- .  Library has 2007 ed. KF1440 .B56.  Also available in Westlaw (SECLAW-HB).
Annual.

Securities Law Deskbook / Gary M. Brown. Practicing Law Institute, c2012- .  KF1439 .S635.  Also available in Westlaw (PLIREF-SECLAW).
Looseleaf. "A basic, easy-to-use guide that combines legal expertise with practical how-to-do-it approaches." Includes Index.

 

 

Study Aids

The Law of Securities Regulation / Thomas Lee Hazen.  West, c2009.  KF1439 .H39 2009

Securities Regulation in a Nutshell / Thomas Lee Hazen.  West, c2009.  KF 1440 .R37 2009

Securities Regulation: Cases and Materials / John C. Coffee, Jr., Joel Seligman, and Hillary A. Sale.  Thomson/West, c2007.  KF1438 .J46 2007

Securities Regulation : Examples and Explanations / Alan R. Palmiter.  Aspen Publishers, c2008.   KF1440 .P25 2008

Securities Regulation [Essentials series] / Stephen J. Choi and A.C. Pritchard.  Wolters Kluwer Law and Business; Aspen Publishers, c2008.  KF1439 .C48 2008

Understanding Securities Law / Marc I. Steinberg.  LexisNexis Matthew Bender, c2007.  KF1440 .S74 2009

Broker-dealer Regulation in a Nutshell KF1071.Z9 H39 2011 

CALI Lessons - Securities category

 

Current Awareness Services & Journals

BNA Resources
Available to Cleveland-Marshall College of Law faculty and students only. Sign-up for BNA E-Mail Updates here.
•  Securities Regulation and Law Report - Tracks legislation and regulations (eg, No-Action and Interpretive Letters) as well as provides commentary, analysis, and summaries of key legislation, regulations, and cases.  Weekly.  Law Library also has in print up to 9/07 issue (KF1439 .A1 S38).
•  World Securities Law Report -  in print (K1114 .A13 W67).
•  CCH Securities (State) includes News & Current Awareness and Blue Sky Law Reporter (BSLR).  in print -  KF1068.4 .B548.]

LexisNexis:  Area of Law - By Topic:  Securities:  Emerging Issues
Available to Cleveland-Marshall College of Law faculty and students only.
Provides numerous comprehensive summaries and analyses of recent developments in securities law.

Westlaw:  Legal Periodicals & Current Awareness:  Westlaw Highlights & Bulletins:  Westlaw Topical Highlights:  Securities Regulation (WTH-SEC)
Provides summaries of recent developments in securities law.


See the Finding Articles in Law Reviews, Journals and Other Legal Periodicals guide for an explanation of the legal periodical indexes and databases available to Cleveland-Marshall College of Law students and the CSU community.  That guide covers print and electronic indexes, as well as electronic full-text journals.  In particular, note OhioLINK's Electronic Journal Center and its Business, Economics, and Management subject cluster.

Selected specialty journals include:

Securities Law Review.  Sage Hill Publishers, c1969- .   K23 .E34    Westlaw (SECLAWREV)

Securities Regulation Law Journal.  Warren, Gorham & Lamont, c1973- .   K23 .E375

University of Miami Business Law Review.  University of Miami School of Law, c1998- .  K25 .N662 & Electronic

University of Pennsylvania Journal of International Business Law.  University of Pennsylvania Law School, c1986- .   K10 .O8352 & Electronic

 

Databases


BNA Resources
Available to Cleveland-Marshall College of Law faculty and students only. Sign-up for BNA E-Mail Updates here.
•  Securities Regulation and Law Report - Tracks legislation and regulations (eg, No-Action and Interpretive Letters) as well as provides commentary, analysis, and summaries of key legislation, regulations, and cases.  Includes federal and state cases since 1996. Weekly.  Law Library also has in print up to 9/07 issue (KF1439 .A1 S38).
World Securities Law Report - Law Library also has in print (K1114 .A13 W67).

Practical Law Company -   Under the Corporate and Securities tab, under topics, practice notes, articles, forms and checklists.  What's Market - Create comparison reports for public dealings and securities filings. Find information on foreign capital markets. Law students, faculty and staff can sign up for free with a law school email address. 


LexisNexis:   Area of Law - By Topic:  Securities
Available to Cleveland-Marshall College of Law faculty and students only.
In addition to primary materials (eg, statutes, regulations, cases), includes SEC filings, forms and practice materials, company information, and emerging issues.


Westlaw:  Topical Materials by Area of Practice:  Securities
Available to Cleveland-Marshall College of Law faculty and students only.
In addition to primary sources (eg, statutes, regulations, cases) includes SEC filings, National Association of Securities Dealers materials, New York Stock Exchange materials, and numerous secondary sources. Key titles available on Westlaw are noted in the Treatises & Practice Guides section.

Web Resources


Municipal Securities Rulemaking Board
Established by the US Congress in 1975, the MSRB develops rules and standards for municipal securities dealers. Site includes links to rules and forms, dealer registration/professional qualifications, and EMMA ("the official online repository for electronic municipal disclosure documents and market data.")

United States Commodity Futures Trading Commission

United States Federal Trade Commission
Includes link to Formal Actions, such as Adjudicative Opinions, Advisory Opinions, and Decisions (1969- ).

Ohio Department of Commerce:  Division of Securities
Includes links to Enforcement, Licensing information, as well as Securities Registration, Exemption and Notice Filings for Issuers.


Financial Industry Regulatory Authority (FINRA)
"Created in July 2007 through the consolidation of NASD [National Association of Securities Dealers] and the member regulation, enforcement and arbitration functions of the New York Stock Exchange, FINRA is the largest independent regulator for all securities firms doing business in the United States." Site includes links to regulation, compliance, and enforcement information. Also has significant Arbitration & Mediation page.

Investment Company Institute
A national association of U.S. investment companies. Site includes links to research & statistics and policy issues.

The Nasdaq Stock Market's NASDAQ

NYSE Euronext (NYX)
Operates the New York Stock Exchange and NYSE Arca. Recently acquired the American Stock Exchange, and is in the process of integrating amex.com content into its nyse.com site.

Securities Industry and Financial Markets Association
A 501(c)(6) organization of "international securities firms, US-registered broker-dealers and asset managers." Site includes links to research and statistics.


Cornell Law School:  Legal Information Institute:  Law about:  Securities
Cornell Law School:  Legal Information Institute:  Law by source:  State:  Uniform law locators - Business and Financial Laws Locator

FindLaw:  Practice Areas:  Securities Law

LexisONE:  Communities - Corporate and Securities Law

Ohio State University:   Virtual Finance Library
Provides numerous links to banking, exchange, market, and investment materials and information.

Mark J. Astarita's Securities Law Home Page or SEC Law.Com
Includes a broad range of articles and information on arbitration, hedge funds, mutual funds, investors, brokers, finance, IPO, compliance, as well as provides numerous links to cases, courts, blogs, news, and other materials.

Stanford Law School:  Securities Class Action Clearinghouse
Provides links to decisions, settlements, news, and general information. Includes an Index of Filings "of 2470 issuers ... named in federal class action securities fraud lawsuits since passage of the Private Securities Litigation Reform Act of 1995."

University of Cincinnati College of Law:  Securities Lawyer's Deskbook

LER, 2/09; updated 2/10
links checked 8/5/11 sa

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