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

Key to Icons

Regulations & SEC Guidance

The Securities & Exchange Commission is responsible for administering the Federal securities laws. In doing so, the commission promulgates rules (regulations), issues decisions, and releases a variety of pronouncements and guidance documents.

Bloomberg's Practical Guidance Library provides a useful hierarchy of authority for the following regulatory sources of Securities Law:

Federal Regulations

Like with statutory research, practitioners do not refer to regulations by CFR citation; instead they refer to individual rule by number (e.g., Rule 10b-5) and groups of related rules by name (e.g., Regulation D). Therefore, it is more efficient to research regulations in securities targeted sources, including Wolters Kluwer's Federal Securities Law Reporter and Bloomberg's Securities Practice Center.

Some of the more commonly cited regulations and their CFR citations include:

1933 Act Regulations 17 C.F.R. 230.xxxx
1934 Act Regulations 17 C.F.R. 240.xxxx
Regulation D 17 C.F.R. 230.5xx
Regulation S-K 17 C.F.R. 210.xxxx
Regulation S-X 17 C.F.R. 229.xxxx
Regulation 14A 17 C.F.R. 240.14a-x

Chapter 1 of the book Specialized Legal Research (KF240 .S64 2014) provides a fuller concordance of rule numbers/popular names and CFR citations.

Rulemaking releases, including concept releases and the text of proposed and final rules, are published in the Federal Register and provide additional background information not contained in the final regulations, as published in the CFR. That background information is the "regulatory history" and can be invaluable for understanding the development of the regulation. Bloomberg also has a Federal Securities Regulation Tracker tool. Concept releases are only occasionally issued and are used to solicit public input on the need for future rulemaking.

Interpretative 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.

A subset of the releases are the interpretative releases, in which the SEC issues its interpretation of the securities laws and regulations, and the policy statements, in which the SEC “clarifies” its position. These releases do not have the force of law, but they are very persuasive.

Parts 211, 231, 241, and 261 of Title 17 of the CFR include chronological lists of all interpretive releases of the Commission relating to the major Acts.

A searchable database of just the Interpretative Releases, dating back to 1933.

A chronological listing of Interpretative Releases from 1995-present (with a handful of earlier releases).