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
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 research databases as possible.
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).
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.
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.
There are two (2) main federal agencies regulating and overseeing securities markets and transactions in the US:
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.
For example:
The SEC's website contains a lot of useful information regarding various rules and regulations.
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 Orders and Notices" and "Staff Interpretations").
You can also find interpretive guidance in:
NOTE: "SRO" stands for "Self-Regulating Organization."
See "Finding Regulatory Information, Corporate Disclosures, Law Firm Memos, and More" on the "Useful Tools" page, below.
Legal research platforms (e.g., Westlaw, Lexis, 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 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:
SEC staff from the Divisions of Corporation Finance and Investment Management issue this type of comment letter in connection with their review of disclosure filings. The staff may request that a company provide additional supplemental information so the staff can better understand the company’s disclosure, revise disclosure in a document on file with the SEC, provide additional disclosure in a document on file with the SEC, or provide additional or different disclosure in a future filing with the SEC. There may be several rounds of letters from the SEC staff and responses from the filer until the issues identified in the review are resolved. These letters set forth staff positions and do not constitute an official expression of the SEC’s views. The letters are limited to the specific facts of the filing in question and do not apply to other filings.
Subscription legal research platforms provide more robust searching capabilities:
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):
If you are trying find SEC regulatory information (e.g., information about new or proposed regulations, administrative rulings or other guidance), here are some useful tools you can use.
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).
Law firm often provide overviews of new legal requirements or recent securities-related issues to their clients through firm newsletters or memos. Here are some ways you can find these 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+ research platforms, there are a variety of other databases for corporate, and finance-related data. For more information, check out:
Also check out the information and links below.
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