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Securities Litigation and Enforcement: Overview

This guide presents an overview of securities litigation and enforcement including class actions, insider trading and resources for current topics

What are Securities

In general federal securities law comprises several statutes (mostly codified in Title 15), the rules issued by the Securities Exchange Commission, and reports of decided cases.
A security is any interest in a publicly traded company or according to the Securities Act of 1933: The term security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a 'security', or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing."  15 U.S.C. §77(b)(a)(1).

Statutes

The SEC website contains summaries and the text for some of these laws.  An overview of specific statutes as well as a history of securities law can be found at the Legal Information Institute.

  • Securities Act of 1933, 15 U.S.C. § 77a
  • Securities Exchange Act of 1934 15 U.S.C. § 78a
  • Trust Indenture Act of 1939 15 U.S.C. § 77aaa
  • Investment Company Act of 1940 15 U.S.C. § 80a-1
  • Investment Advisors Act of 1940 15 U.S.C. § 80b-1
  • Securities Investor Protection Act of 1970 15 U.S.C. § 78aaal
  • Private Securities Litigation Reform Act of 1995 15 USC § 78u-4
  • Gramm-Leach-Bliley Act 15 USC § 6801
  • Public Company Accounting Reform and Corporate Responsibility Act of 2002 also knows as the Sarbanes-Oxley Act 15 USC § 7201
  • Wall Street Reform and Consumer Protection Act of 2010  12 USC. 5301
  • Jumpstart Our Business Startups Act 2012 15 USC 77b(a)

U.S. statutes can be found on a variety of free and fee-based sites:

Agencies

Rules and Regulations

U.S. Government regulations are first published in the Federal Register and then codified in the Code of Federal Regulations or CFR.  Title 17 of the CFR deals with the SEC.

The SEC summarizes some of its most important regulations here:

There are several online sources for the Code of Federal Regulations:

State Laws

State laws that regulate securities are called 'Blue Sky Laws'.  Generally, these laws pre-date the SEC were enacted to protect investors from fraud.

CCH's Blue Sky Law Reporter brings together information on all fifty states including statutes, rules, policy statements, interpretive opinions, no-action letters and decisions.  This reporter is available from CCH, Lexis and Westlaw.

There is also Secured Transactions smartbook from the Illinois Institute of Continuing Legal Education that covers Illinois.