Securities Regulation & Enforcement

This guide is meant to help you find laws and information on securities law issues; the goal is to provide useful, but not exhaustive, resources. Research requires analysis and synthesis of information, and no one resource will likely provide sufficient information or data on any given topic.

While conducting your research, you may want to explore: 

• Primary sources of law (e.g., statutes, regulations, and cases) governing securities

• Secondary sources, including treatises, articles (both scholarly and practice-oriented), and practice or study aids

• Required disclosures

• Government, industry, and/or advocacy organizations relating to securities

• News and other current awareness sources

• Data on corporations, securities, required disclosures, etc.

For many of the relevant databases, you will need your Harvard Key or University ID and PIN.  For others, you may need to register with your Harvard email address to gain access.  If you have any trouble accessing a database, please contact the library.

The following legal research databases all contain Practice Centers or Practice Areas focusing on the regulation of securities. While each database provides links to relevant statutes, regulations, administrative guidance, and case law, they each offer a different array of secondary sources and practice tools. As a result, it is a good idea to consult as many as possible.

Introduction

Investing in stocks, bonds, and other securities is different from putting savings in a bank account, as investments can lose value. The laws, rules, and regulations that govern the U.S. securities industry are designed to provide investors with access to certain basic information about an investment before they invest in it and while they continue to own it. The primary U.S. federal regulators are the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC); however, individual states also have securities divisions that govern securities sold within the state.  

Below are links to a number of publicly available sources of statutes, rules, and regulations concerning the regulation of securities. You can also use various legal research databases (e.g., Bloomberg Law, Lexis, and Westlaw) to access these law and other resources.

The SEC's website also contains a useful summary on researching federal securities laws (including explanations and links to publicly available resources).

US Statutes

• Securities Act of 1933 (Pub. L. 73-22, 48 Stat. 74, codified at 15 U.S.C. §§77a-77mm)
• Securities Exchange Act of 1934 (Pub. L. 73-291, 48 Stat. 881, codified at 15 U.S.C. §§78a-78kk)
• Trust Indenture Act of 1939 (Pub. L. 76-253, 53 Stat. 1149, codified at 15 U.S.C. §§77aaa-77bbbb)
• Investment Company Act of 1940 (Pub. L. 76-768, 54 Stat. 789, codified at 15 U.S.C. §§80a-1-80a-64)
• Investment Advisers Act of 1940 (Pub. L. 76-768, 54 Stat. 847, codified at 15 U.S.C. §§80b-1-80b-21)
• Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745, codified in Titles 15, 18, 28, and 29 of the U.S.C.)
• Dodd-Frank Wall Street Reform & Consumer Protection Act (Pub. L. 11-203, 124 Stat. 1376, codified in Titles 12 and 15 of the U.S.C.)

The official codified version of federal securities law appears in Title 15 of the U.S. Code, specifically in sections 77 through 80. (Note: Most practitioners refer to the section numbers of the Acts instead of citations to the Code.)

The SEC's website contains a lot of useful information regarding the laws listed above.

Congressional Committees

• U.S. Senate Committee: Banking, Housing, and Urban Affairs (Subcommittee on Securities, Insurance, and Investment)
• U.S. House Committee: Financial Services Committee 

State Statutes (a/k/a "Blue Sky Laws")

• 50-State Statutory Surveys - "Blue Sky Laws" (via Westlaw)
• 50-State Surveys, Statutes & Regulations - Securities Law - "Blue Sky Laws" (via Lexis Advance)
• State Law Chart Builder - Blue Sky/Securities (via Bloomberg Law)

NOTE: The origin of the term "blue sky laws" is a bit uncertain. See footnote 59 of this article by Jonathan R. Macey and Geoffery P. Miller if you are curious about some of the competing theories.

Federal Regulatory Agencies

There are two (2) main federal agencies regulating and overseeing securities markets and transactions in the US:

• U.S. Securities & Exchange Commission (primary regulator)
• U.S. Commodity Futures Trading Commission (regulates derivatives, futures, options, and other types of investments subject to the Commodities Exchange Act)

US Regulations

• Code of Federal Regulations

SEC rules are found in Chapter II of Title 17 (Commodities and Securities Exchanges). Different parts of the chapter correspond to specific topics, and each part is divided into sections that correspond to rule numbers.

• 17 CFR, part 230 - Securities Act of 1933
• 17 CFR, part 240 - Securities Exchange Act of 1934
• 17 CFR, part 250 - Public Utility Holding Company Act of 1935
• 17 CFR, part 260 - Trust Indenture Act of 1939
• 17 CFR, part 270 - Investment Company Act of 1940
• 17 CFR, part 275 - Investment Advisers Act of 1940
• 17 CFR, part 300 - Securities Investor Protection Act

For example:

• 1933 Act Rule 144 is 17 C.F.R. § 230.144
• 1934 Act Rule 10b–5 is 17 C.F.R. § 240.10b–5

The SEC's website contains a lot of useful information regarding various rules and regulations.

Regulatory Guidance

In addition to issuing regulations, the SEC releases a variety of interpretive guidance designed to clarify its interpretation of the securities laws and regulations. Although interpretive releases do not have the force of law, they can be very persuasive. You can find interpretive guidance on the SEC's website, under the "Regulation" tab (see "Other Notices and Orders" and "Staff Interpretations").

You can also find interpretive guidance in: 

• Westlaw (in the "Securities Enforcement & Litigation" Practice Area, under "Administrative Decisions & Guidance"),
• Lexis Advance (in the "Securities Law" Practice Area, under "Administrative Materials"), and/or
• Bloomberg Law (in the "Securities" Practice Center, under "Agency & SRO Materials").

NOTE: "SRO" stands for "Self-Regulating Organization."

See "Finding Regulatory Information, Corporate Disclosures, Law Firm Memos, and More" on the "Useful Tools" page.

Cases

Legal research platforms (e.g., Westlaw, Lexis Advance, and Bloomberg Law) often allow you to focus your case law searches on specific areas of law. For example, Westlaw allows you to limit cases by the Topic of Securities, Lexis Advance allows you to select the Practice Area of Securities Law, and Bloomberg Law allows you to search Securities Court Opinions. By doing this, you can focus your case law research on the cases most likely to be relevant to your research question.

Companies (and other entities) required to register with the SEC are required to make disclosure filings with the SEC using its Electronic Data Gathering, Analysis, and Retrieval – a/k/a "EDGAR" – system. These filings contain a wealth of information, both about the companies (or individuals) making the filings and as "real life" examples of drafting in a broad range of situations. For additional information on using EDGAR as a research tool, please see:

• Search Company Filings using the SEC's EDGAR
• SEC's EDGAR Guide - includes information regarding the different types of forms and the information that can be obtained from each form.
• SEC Filings: Forms You Need to Know (from Investopedia.com)

Subscription legal research platforms provide more robust searching capabilities, especially for searching across companies:

• Lexis Securities Mosaic (can also access via Lexis Advance - browse by Practice Center => Securities; then launch Securities Mosaic under "Real Time SEC EDGAR, SEDAR, and UK Filings")
• Westlaw (see Practice Area => Securities Enforcement & Litigation => EDGAR Filings & Disclosures)
• Bloomberg Law
  • Click on the "Browse" link (to the left of the search bar), then select "Corporate & Transactional."
    • To search for EDGAR filings, click on "EDGAR Search"
    • To search follow SEC disclosure issues, click on "EDGAR Comment Threads"
    • To search for No-Action Letters, click on "SEC No-Action Letters"
  • Construct your search using the template provided
  • For guidance in constructing searches, click on "Example Searches" instead of selecting a specific type of search

Visit the "Useful Tools" page of this Guide for additional information.

The Division of Enforcement is the "police force" of the SEC. It's job is to gather evidence of possible violations of securities laws and regulations and recommend prosecution when necessary. Civil actions can be brought against regulatory violators in U.S. District Court or as an administrative proceeding with an administrative law judge (ALJ). With respect to possible criminal violations, the Division of Enforcement can recommend that state or federal criminal prosecutors bring charges. ALJ decisions may be appealed to the SEC Commissioners and ultimately to a U.S. Court of Appeals.

SEC Online Resources (public):

• Division of Enforcement - How Investigations Work
• Division of Enforcement's Enforcement Manual
• ALJ Initial Decisions

• Westlaw's Securities Enforcement & Litigation Practice Area:
  • Practical Law (under "Securities Resources") - see various enforcement topics (e.g., SEC Enforcement, Private Securities Litigation, FINRA Enforcement & Atbitration, etc.)
• Bloomberg Law's Securities Practice Center:
  • Securities Reference Library (under "Legal Analysis") - see resources under "Investigations" and "Enforcement & Litigation"
  • SEC ALJ Enforcement Analytics
  • SEC Admin Enforcement Analytics
• Wolter Kluwer's Cheetah(TM) database:
  • Securities - Federal & International Practice Area - see resources under "Litigation Materials" and "SEC & CFTC Materials"

There are many non-governmental organizations and associations that help monitor and regulate financial institutions from a variety of perspectives (e.g., industry, investor, and consumer).

U.S. Stock Exchanges

• New York Stock Exchange (NYSE) - The largest stock exchange in the world.
• Nasdaq Stock Market - The 2nd largest stock exchange in the world.

Other U.S. Organizations

• Financial Industry Regulatory Authority (FINRA) - A self-regulatory organization that governs broker-dealers. FINRA was formed by combining the enforcement divisions of the National Association of Securities Dealers and the New York Stock Exchange into a single organization.
• Municipal Securities Rulemaking Board - Regulates firms that engage in municipal securities and advisory activities.
• Investment Company Institute - Represents regulated funds (including mutual funds, exchange-traded funds, etc.) in both the U.S. and globally (through ICI Global).
• North American Securities Administrators Association (NASAA) - An association of state securities administrators responsible for protecting consumers who purchase either securities or investment advice.
• Securities Investor Protection Corporation (SIPC) - A non-profit organization created to protect investors, especially in the case of a failed or failing investment firm.

International

• European Securities and Markets Authority (ESMA) - Replaced the Committee of European Securities Regulators (effective January 1, 2011).
• Asia Securities Industry & Financial Markets Association (ASIFMA) - An independent, regional trade association consisting of over 100 leading financial institutions on both the buy & sell sides.
• International Organization of Securities Commissions (IOSCO) - An international organization of world securities regulators.
• World Federation of Exchanges (WFE) - A global industry group for exchanges and clearinghouses around the world. Includes a statistics portal.

The following legal research databases all contain Practice Centers or Practice Areas focusing on the regulation of securities. While each database provides links to relevant statutes, regulations, administrative guidance, and case law, they each offer a different array of secondary sources and practice tools. As a result, it is a good idea to consult as many as possible.

If you are trying find regulatory information (e.g., information about new or proposed regulations, administrative rulings or other guidance), corporate disclosures, industry news, real-time data, or law/accounting firm memos that include analysis of securities, M&A, tax or other issues, here are some useful tools you can use.

Bloomberg Law (requires individual account):

• Securities Practice Center
  • SEC Filings:
    • Advanced EDGAR Search
    • See Example Searches for additional guidance and ideas
  • SEC Disclosure Issues:
    • In the Securities Practice Center, click in the search bar under "Agency & SRO Materials" to search a variety of SEC and other agency/organization documents. For example, SEC No-Action Letters.
    • Certain SEC Correspondence can be searched if you select "All SEC Resources" and then check off "SEC Staff Letters & Guidance" or specific types of underlying documents.
• Law Firm Analysis & Law Firm Client Alerts
  • Click on the "Browse" link (to the left of the search bar), then select "All Legal Content Search."
  • After typing the keywords you want to search, select the Sources to search (under the link for "Browse My Favorites").
  • Expand "U.S. Secondary Sources," then check off "Law Firm Analysis" and/or "Law Firm Client Alerts." 
  • Click "Search" (bottom right) to run your search.
  • Use the Filters (left margin) to narrow your results.
  • Click "Create Alert" (above the results list) to create an alert to learn of new Law Firm Analysis or Client Alerts that meets your search criteria.
• SEC ALJ Enforcement Analytics - a new analytical tool for SEC Administrative Law Judge rulings
• SEC Admin Enforcement Analytics - a new analytical tool for initial decisions in SEC enforcement actions

Lexis Securities Mosaic (requires your HUID & PIN):  

• Laws, Rules, and Agency Materials
• SEC Filings (EDGAR by company, document type & other parameters)
• Law Firm Memos (for quick analysis on regulatory activity)
• SEC Enforcement - Defendant Search

Westlaw (requires individual account):

• Laws, Rules & Agency Materials (Corporate Governance Practice Area - see Securities Resources sub-topic; also Securities Enforcement & Litigation Practice Area)
• SEC Filings (see EDGAR Filings & Disclosures, under Securities Resources)
• Administrative Decisions & Guidance (under Securities Resources)
• Practical Law (under Securities Resources)

Below are a number of links that can be used to find corporate filings in non-U.S. jurisdictions. Please note that many of the resources are not offered in English.

Sites aggregating multiple countries are listed further below.

Below are some sites that facilitate international corporate research by aggregating national websites/registries.

In addition to using the Bloomberg Law, Westlaw, and Lexis's Securities Mosaic research platforms, there are many other databases for corporate, and finance-related data. For links and descriptions, please see:

• The Library's Research Guide on Statistical and Data-Related Resources and
• The Library's Business, Corporate, Finance, and Market Data webpage

Several of these databases are highlighted below.

  Ask Us! Submit a question or search our knowledge base.

Chat with us! Chat  with a librarian (HLS only)

Email: research@law.harvard.edu

 Contact Historical & Special Collections at specialc@law.harvard.edu

 Meet with Us  Schedule an online consult with a Librarian

Hours  Library Hours

Classes View Training Calendar or Request an Insta-Class