Magna Carta Transcript
US Constitution Transcript
Landmark Supreme Court Cases
Supreme Court/States Links
Administrative Law
Admiralty Law
Agriculture Law
Antitrust And Trade
Banking Law
Bankruptcy Law
Business Law
Civil Rights
Communications Law
Constitutional Law
Construction Law
Corporation & Enterprise Law
Criminal Law
Cyberspace Law
Disibility Law
Dispute Resolution & Arbitration
Education Law
Employment Law
Energy Law
Entertainment & Sports Law
Environmental Law
Ethics/ Prof. Responsibility
Family Law
Gaming Law
Government Law
Health Law
Immigration Law
Indian & Native Peoples
Injury & Tort Law
Insurance Law
Intellectual Property
International Law
Labor & Employment Law
Military Law
Probate Trusts & Estates
Property Law & Real Estate
Securities Law
Tax Law
Transportation Law
Workers Compensation

Jan12_2004 Feb24_2004
March30_2004 April6_2004
May4_2004 June10_2004
July1_2004 August31_2004
Sept14_2004 Oct19_2004

Other Links
LawFirms1 LawFirms2
LawFirms3 LawFirms4
LawFirms5 LawFirms6
LawFirms7 LawFirms8
LawFirms9 LawFirms10
LawFirms11 LawFirms12
LawFirms13 LawFirms14
Law15 Law16 Law17
Boston Law Firm
Web Design Laser Marking

Securities Law: an overview

The securities law exists because of unique informational needs of investors. Securities are not inherently valuable; their worth comes only from the claims they entitle their owner to make upon the assets and earnings of the issuer, or the voting power that accompanies such claims. The value of securities depends on the issuer's financial condition, products and markets, management, and competitive and regulatory climate. Securities laws attempt to ensure that investors have accurate information of the type of interest they are purchasing and its value.

The Securities exist in form of notes, stocks, treasury stocks, bonds, certificates of interest or participation in profit sharing agreements, collateral trust certificates, preorganization certificates or subscriptions, transferable shares, investment contracts, voting trust certificates, certificates of deposit for a security, and a fractional undivided interest in gas, oil, or other mineral rights. Certain types of notes, such as a note secured by a home mortgage or a note secured by accounts receivable or other business assets are not securities.

There are two principle settings for buying and selling securities: issuer transactions and trading transactions. Issuer transactions are the means by which businessmen raise capital and involve the sale of securities by the issuer to investor. Trading transactions are the purchasing and selling of outstanding securities among investors. Outstanding securities are traded through securities markets that can be either stock exchanges or "over-the-counter". A stock exchange provides a place, rules, and procedures for buying and selling securities. Generally, to have their securities sold and bought on a stock exchange, a company must list its securities on a given exchange. Stock exchange rules are subject to approval by the Securities and Exchange Commission (SEC). All transactions that do not take place on a stock exchange are said to be executed in the over-the-counter market, which is the residual securities market. Only dealers and brokers who are registered with the SEC may engage in securities business both on stock exchanges and over-the-couner market. Most of the broker-dealers serving the public are members of the National Association of Securities Dealers (NASD), a national securities association registered with SEC.

Securities regulations focus mainly on the market for common stocks. Both federal and state laws regulate securities. Federal securities laws are generally administrated by the Security and Exchange Commission which was established by the Securities Exchange act of 1934. The first of the federal securities laws enacted was the Federal Securities Act of 1933, which regulates the public offering and sale of securities in interstate commerce. The 1933 Act prohibits the offer or sale of a security not registered with the Securities Exchange Commission and requires the disclosure of certain information to the prospective security's purchaser. The objective of the 1933 Act's registration requirements is to enable a purchaser to make a reasoned decision based on reliable information.

Securities Exchange Act of 1934 requires that issuers, subject to certain exemptions, register with SEC if they want to have their securities traded on a national exchange. Issuers of securities registered under the 1934 Act must file various reports with SEC in order to provide the public with adequate information about companies with publicly traded stocks. The 1934 Act also regulates proxy solicitation and requires that certain information be given to a corporation's shareholders as a prerequisite to soliciting votes. The 1934 Act permits the SEC to promulgate rules and regulations to protect the public and investors by prohibiting manipulative or deceptive devices or contrivances via mails or other means of interstate commerce. Rule 10b-5 of The 1934 Act protects against insider trading.

State securities law are commonly known as Blue Sky Laws. Typical provisions include prohibition against fraud in the sale of securities, registration requirements for brokers and dealers, registration requirements for securities to be sold within the state, and sanctions and civil liability. A majority of states, with the exception of New York and California, have adopted the Uniform Securities Act, at least in part.

455 Madison Avenue New York, NY 10022
Phone 212.888.7000 Email:

web design boston concrete contractor laser marking, laser engraving, laser systems boston limousine