GLOSSARY OF SECURITIES TERMS
This guide contains both primary and secondary resources for securities law research: state and federal statutes and regulations, treatises and periodical sources, the exchanges on which securities are traded, and information on the Securities and Exchange Commission.
Dictionaries of Business & Investment Terms
Wall Street Words: An Essential A to Z Guide for Today's Investor, David L. Scott (Rev. ed. 1997) (HG4513 .S37)
Investment and Securities Dictionary (1986) (HG4513 .T48)
CFTC Glossary: A Guide to the Language of the Futures Industry (electronic resource)
Hypertextual Finance Glossary, Campbell R. Harvey (electronic resource).
Glossary of Selected Terms
Arbitrage: Simultaneous purchase and sale of the same stock, bond, currency, or commodity in different places for a profit. An item is bought generally at a lower price in one market and sold at a higher price in another, making sure that the price differential in both markets exceeds the transaction costs.
Bear Market: A market for investments in which price trends are generally downward.
Blue Chip Stock: Security of a nationally known company that has a long record of profit, growth, uninterrupted dividend payments, quality management, and good products.
"Blue Sky" Statutes: State securities laws. The name is derived from a state court decision that described a particular securities offering as having "no more substance than the blue sky above."
Bond: A long-term debt instrument issued by a corporation or government entity in return for a loan; the issuer promises to pay the bondholder interest at a specified rate for a specified time period, and then to repay the loan at the expiration of the bond period.
Bull Market: A market for investments in which price trends are generally upward.
Churning: Excessive trading in a customer's account intended only to increase a broker/dealer's profits, in disregard of the customer's best interests.
Credit Default Swap: A credit derivative contract between two parties, where the buyer makes periodic payments to the seller over an agreed maturity period of the swap, in exchange for the seller's commitment to a payoff if a third party defaults. Intended for use as insurance against default on credit asset, but also often used for speculation.
Derivative: A financial contract, the value of which is based on or "derived" from one or more underlying assets or indexes of asset values. The most common types of derivatives are futures contracts, forward contracts, options (puts and calls), and swaps. Derivatives have generally been used as instruments to hedge risk, but they are also used for speculation.
EDGAR: The SEC's free public database of corporate information, allowing research of a public company's financial information and operations through registration statements, prospectuses and periodic reports filed on Forms 10-K, 10-Q, and 8-K.
Futures: Contracts to buy or sell a specific amount of some product (stocks, bonds, or commodities) at a specific price on a specific date in the future.
Margin: The percentage of the full price paid for a security purchased through a credit (or margin) account with a broker/dealer.The security is pledged as collateral for the balance owed to the broker. The Federal Reserve Board regulates permissible margins on purchases of securities; minimum maintenance balances required in margin accounts are set by the Exchanges.
Mortgage-Backed Security: A type of pass-through security, secured by homeowners' mortgages bundled together and sold in shares, that became a commonly-used investment vehicle in the late 20th Century.
No-Action Letters: Entities may request "no-action" letters from the SEC to clarify whether a particular product, service, or action would constitute a violation of federal securities laws. "No-action" letters analyze particular fact situations, discuss applicable laws and rules, clarifies the legality of certain activities, and in appropriate circumstances indicates that SEC staff would not recommend initiation of an enforcement action against the entity.
Offering: A new distribution of shares offered to the public, also known as a public offering.
Option: A contract that gives the holder of the option the right to buy (call option) or sell (put option) a fixed amount of a security at a specific price anytime before the stated expiration date. If the holder does not exercise the option by the stated date, the option expires and the price paid for the option (the premium) is forfeited.
Over-the-Counter Market: The market for securities that are not listed on an Exchange.
Pass-Through Security: A debt obligation (often secured by a mortgage) purchased by an intermediary, who packages them into new securities backed by the pooled obligations and then sells shares in the pool in the open market.
Penny Stocks: Speculative equity securities (excluding options and investment company shares) with prices under $5 per share. Penny stocks usually do not meet the listing requirements for NASDAQ or the Exchanges, and their sale through broker/dealers is subject to special rules.
Price to Earnings Ratio: The ratio of the price of a common stock to its earnings per share, used to measure its profitability.
Prospectus: The disclosure document for an offering registered with the SEC, issued on the effective date, when the offering is released.
Securities Investor's Protection Corporation (SIPC): Organization that insures customers in the event of the bankruptcy of a brokerage firm, much the same way the FDIC insures customers of banks. The SIPC is a nonprofit corporation, not an agency of the U.S. government, supported by NASD-required assessments from virtually all brokerage firms.
Security: Generic term for a debt, an ownership interest, or a related right such as bonds, stocks, and similar documents, which provides an interest in or a claim against an enterprise and its resources.
Self-Regulatory Organizations (SROs): Private organizations owned and operated by their members and to whom the SEC delegates much of its authority to oversee both securities markets and participants in those markets. The SEC must approve all rules made by the SROs.
Short: In options, the position of the writer of an option. In securities, the position of a seller of stock he does not own, but hopes to buy later if necessary.
SECURITIES LAW TREATISES AT PACE
Securities Regulation, Louis Loss (4th ed. 2006) (KF1439 .L6) (multi-vol. set); available on LexisNexis (FEDSEC;LOSS). The print edition is updated twice a year, while the database is updated only annually
Treatise on the Law of Securities Regulation, Thomas Lee Hazen (6th ed. 2009) (KF1439 .H39) (multi-vol. set); part of West's Practitioner Treatise Series.
Soderquist on Corporate Law and Practice, Linda O. Smiddy (4th ed. 2012) (KF1414 .S 622) (looseleaf); part of Practising Law Institute's Corporate and Securities Law Library).
Business Organizations, Peter C. Kostant (1996) (KF1355 .Z9 K67); part of Aspen's Practical Applications of the Law Series.
Bromberg and Lowenfels on Securities Fraud, Alan Bromberg & Lewis D. Lowenfels (2d ed. 1994) (KF1070 .B7) (six-vol.looseleaf); in-depth analysis with extensive bibliography of cases, law review articles, and American Law Reports (ALR) annotations.
Broker-Dealer Operations and Regulation Under Securities and Commodities Laws, Jerry W. Markham (2d ed. 2002) (KF1071 .M36) (multi-vol. looseleaf); a practice-oriented, step-by-step guide to transactional work and securities litigation, with checklists, sample documents, and expert advice .
Broker-Dealer Regulation, Clifford E. Kirsch (2d ed. 2011) (KF1071 .B76) (looseleaf); part of Practicing Law Institute’s Corporate and Securities Law Library.
Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law, Clifford E. Kirsch (3d ed. 2011) (KF1072 .K572); also in PLI's Corporate and Securities Law Library.
For additional titles, click here.
HORNBOOKS, NUTSHELLS & PRACTICE GUIDES
The Law of Securities Regulation, Thomas Lee Hazen (6th ed. 2009) (KF1439 .H39); a simplified “Student Edition,” and an extended, four-volume “Practitioner’s Edition” of this authoritative text are also available; all are updated with pocket parts.
Securities Regulation: Examples and Explanations, Alan R. Palmiter (5th ed. 2011) (KF1440 .P25); a basic text, part of Aspen’s Examples and Explanations Series.
Securities Regulation in a Nutshell, Thomas Lee Hazen (10th ed. 2009) (KF1440 .R37); a good overview of the Securities Act of 1933 and the Securities Exchange Act of 1934.
Investment Advisor Regulation in a Nutshell, Jeffrey J. Haas (2008) (KF1072 .H33)
Corporate Finance in a Nutshell, Jeffrey J. Haas (2d ed. 2011) (KF1428 .Z9 H22)
Securities Regulation, James D. Cox (3d ed. 2006) (KF1439 .C69 [CD-ROMs]); part of West’s Sum & Substance CD Series.
Understanding Securities Law, Marc I. Steinberg (5th ed. 2009) (KF1440 .S74); a current practice guide that analyzes federal securities law, with forms and checklists.
SERVICES & FORMBOOKS
Federal Securities Law Reporter (CCH 1964) (KF1436.5 .C6); comprehensive and influential multi-volume loose-leaf set, combining statutes, regulations, and selected SEC releases, no-action and interpretive letters, and forms, as well as analysis and commentary, with frequest updates.
Securities Arbitration: Practice and Forms, W. Reece Bader, ed. (1991) (KF1070 .S38); a one-volume looseleaf, with forms, updated annually.
Transnational Economic and Monetary Law: International Regulation of Finance and Investment, Leonard Lazar (1977) (K3823 .L37) (multi-vol. looseleaf); texts of treaties and other resources on international securities and banking organizations; includes national statutes and regulations.
PACE LAW INVESTOR RIGHTS CLINIC
A vital service to the public in helping to prevent fraud against small investors and to make investment professionals accountable when customers are harmed, and excellent training for law students in securities law:
Pace Investor Rights Clinic Podcast: Modest Means New Yorkers Have Pro Bono Advocate in Wall Street Disputes (December 21, 2012).
EDGAR: All companies, foreign and domestic, are required to file registration statements, periodic reports, and other forms with the Securities and Exchange Commission (SEC). EDGAR (Electronic Data Gathering Analysis and Retrieval) is the publicly-accessible database where companies' disclosure documents are maintained.
Westlaw has the Securities Law Reference Books Multibase (PLIREF-SEC) and Securities Law Series (SECSERIES) databases containing a number of securities-related publications, updated frequently; it also publishes forms related to corporate disclosure rules (such as public offerings and SEC disclosure filings) (SECREGFRM) and securities litigation (including litigation pleadings and discovery, and statements of claim and memoranda for arbitrations) (SECLITFRMS).
LexisNexis's federal securities library includes annotated Federal Securities Act of 1933 (FEDSEC;FSEA33) and Federal Securities Act of 1934 (FEDSEC;FSEA34); LexisNexis also has an excellent library of business and company research databases, particularly under the News & Business tab.
Bloomberg BNA 's Law School Professional Information Center, and particularly its Corporate Practice Library, contain detailed and current articles on securities law, the SEC enforcement process, accounting policy and practice, corporate governance and accountability, white collar crime, and more (on-campus only).
NASDAQ is the official website of The Nasdaq Stock Market, the largest US electronic stock market. Its website provides free stock quotes, including official open and close prices, news, and information about pre-market and after-hours stock trading, insider stock transactions, options trading, stock market sectors, and analyst stock ratings for NASDAQ, NYSE and Amex companies.
FINRA (Financial Industry Regulatory Authority) was created in 2007 through consolidation of the National Association of Securities Dealers (NASD) and the regulatory arm of the New York Stock Exchange, FINRA is now the largest independent regulator for all securities firms doing business in the United States. FINRA's Arbitration & Mediation page offers forms and information on securities arbitrations.
SECLAW.com gathers current news, research links, SEC proposed rules, NASD notices, and commentary by Mark K. Astarita, Esq., a securities lawyer.
Securities Regulation & Law Report (BNA). A comprehensive weekly report that provides in-depth discussion of judicial, regulatory, and legislative actions at the federal and state levels, affecting securities and commodities, as well as accounting practices. The text of selected laws, regulations, and decisions, special reports, and interviews are included in the report. BNA Databases (on-campus only) and at BloombergLaw.com (free subscriptions available for Pace Law students).
Securities Law Daily (BNA). A daily news and analysis paper, also available online in the BNA Databases (on-campus only) and on BloombergLaw.com.
Securities Regulation Law Journal (West). This quarterly publication includes original articles on a variety of securities-related topics, as well as abstracts of recent SEC releases, cases, and law review articles (K23 .E35).
Securities Arbitration Commentator (KF 9085 .A59 S43). A monthly publication covering all aspects of securities arbitration.
Washington and Lee Law Review (Washington and Lee Univ. School of Law). Each summer, this journal publishes an “Annual Review of Securities and Commodities Law” section that is particularly helpful in updating securities law research (K27 .A75). In addition to the print publication, this journal can be found on LexisNexis, Westlaw, and HeinOnline.
Delaware Journal of Corporate Law (Delaware Law School of Widener College) (K4 .E38, and online - linked from Law Library catalog).
Fordham Journal of Corporate and Financial Law (Fordham University School of Law) (online - linked from Law Library catalog).