Research Guides: Securities Law Research Guide: FEDERAL SECURITIES LAWS

FEDERAL SECURITIES STATUTES

SECURITIES ACT OF 1933 (48 Stat. 74, 15 U.S.C. §§ 77a et seq.)

The 1933 Act regulates initial public offerings of securities. Its objectivs are to require that investors receive financial and other significant information concerning securities offered for public sale; and to prohibit misrepresentations and other fraud in the sale of securities to the public.

SECURITIES EXCHANGE ACT OF 1934 (48 Stat. 881, 15 U.S.C. §§ 78a et seq.)

The 1934 Act created the Securities and Exchange Commission (SEC) and granted it power to register and regulate brokerage firms, transfer agents and clearing agencies, and to regulate the stock markets; The Act granted authority to the SEC to discipline regulated entities and associated persons and to require periodic specified reporting by publicly-traded companies.

The Laws That Govern the Securities Industry (SEC.gov)

OTHER FEDERAL STATUTES

Agriculture, 7 U.S.C. secs. 1 271 (Commodity Exchanges)
Commerce & Trade, 15 U.S.C. secs. 77a et seq. (Securities & Trust Indentures)
Commerce & Trade,15 U.S.C. secs. 78a et seq (Securities Exchanges)
Commerce & Trade, 15 U.S.C. secs. 80a1 et seq. (Investment Companies and Advisers)
Trust Indenture Act of 1939 (15 U.S.C. 77aaa)
The Trust Indenture Act governs debt securities such as bonds, debentures, and notes offered for public sale and imposed standards for trust indentures, the formal agreements between bond issuers and holders.
Investment Company Act of 1940 (15 U.S.C. 80a-1)
This Act regulates companies that engage primarily in investing, reinvesting, and trading in securities that are offered to the investing public. Designed to minimize conflicts of interest arising from complex financial operations. It requires disclosure of investment companies' financial condition, organization, and investment objectives, and prohibited the SEC from supervising or evaluating the merits of a company's investment decisions.
Investment Advisers Act of 1940 (15 U.S.C. 80b-1)
This Act requires investment advisers to register with the SEC and comply with regulations for protection of investors. The Act was amended in 1996 to limit registration requirements to those advisers having at least $25 million in assets under management, or that advise registered investment companies.
Securities Investor Protection Act of 1970 (SIPA) (15 U.S.C. 78aaa)
SIPA was enacted to protect customers from insolvent brokers and dealers. The Securities Investor Protection Corporation (SIPC), a non-governmental public corporation created by SIPA, oversees liquidation of insolvent securities brokers and dealers and administers SIPA.
Securities Enforcement Remedies & Penny Stock Act of 1990 (15 U.S.C. 78q-2, 78u-2)
This Act authorized the SEC to issue cease and desist orders, temporary restraining orders, and orders for an accounting and disgorgement in administrative proceedings in insider trading actions. Courts may prohibit individuals found in violation of the Act from serving as officers or directors of public companies. It also defines "penny stock" securities and requires broker-dealers to provide risk disclosure statements in their sale.
Private Securities Litigation Reform Act of 1995 (PSLRA) (15 U.S.C. 78u-4(a)(1))
Concerned about a proliferation of frivolous securities class actions, Congress imposed procedural limitations on such actions in federal courts, including heightened pleading requirements. Discovery cannot begin until any motion to dismiss is adjudicated, reducing the use of discovery as a "fishing expedition."
National Securities Markets Improvement Act of 1996 (NSMIA) (15 U.S.C. 80b-3a)
Amended the Securities Acts to create a new definition of "covered security," preempt state securities laws that conflict with federal statutes, and regulate state broker/dealer and investment adviser licensing laws. States retain power to investigate and commence proceedings involving fraudulent sales of securities.
Gramm-Leach-Bliley Act (Financial Services Modernization Act of 1999)
(Pub. L. 106.102, 113 Stat. 1338 (1999)). The Act allowed commercial banks, investment banks, securities firms, and insurance companies to consolidate. It also exempted securities-based swap agreements (derivative financial products based on another security's value or performance) from regulation by the SEC.
Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201)
This statutory reform mandated greater corporate transparency and responsibility, including enhanced financial disclosure by public corporations. It created the Public Company Accounting Oversight Board (PCAOB) to oversee corporate accountants and auditors, and requires corporate CEOs and CFOs to review and certify the accuracy of corporate financial statements. The Act also includes protections for corporate whistleblowers.
Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 5301)
Following the 2008 financial crisis and government bailouts of Wall Street firms, banks, and major U.S. companies, Congress subjected financial institutions to greater federal oversight, regulated derivatives contracts, and created a consumer protection agency, as well as a panel to monitor risk in the financial system.

LEGISLATIVE HISTORIES OF FEDERAL SECURITIES LAWS

Westlaw:

Westlaw: search by U.S. Code citation; from "History" tab, choose "Legislative History Materials" - search "U.S. GAO Federal Legislative Histories" by the Statutes at Large citation, 48 Stat. 74 (1933 Act) and 48 Stat. 881 (1934 Act).

HeinOnline:

Libraries > Taxation & Economic Reform in America, Parts I & II > Legislative History of the Securities Act of 1933 and Securities Exchange Act of 1934.

Lexis Advance:

Citations to legislative documents in selected federal statutes are found in the US - CIS/index and CIS/Historical Index databases; full-texts of legislative documents are available on microfiche in the Law Library.

Legislative History of the Securities Act of 1933 and the Securities Exchange Act of 1934
Jack S. Ellenberger (1973) (KF1066 .A58).
Federal Securities Laws: Legislative History, 1933-1982
Federal Bar Ass'n (1983) (KF1433.8 multi-vol.)
Federal Securities Laws: Legislative History, 1983-1987 Supplement
Federal Bar Ass'n (1988) (KF1433.8 1983 Supp.)
Spotlight on: Sarbanes-Oxley Rulemaking and Reports (SEC)
SEC web page listing press releases and final rules under the Sarbanes-Oxley Act.
Dodd-Frank Wall Street Reform and Consumer Financial Protection Act: A Brief Legislative History With Links, Reports and Summaries
Law Librarians' Society of Washington D.C. (LLSDC) Legislative Sourcebook (last updated Jan. 24, 2014).

CURRENT LEGISLATIVE ACTION

Congress.gov
United States Senate
United States House of Representatives
Office of the Clerk, U.S. House of Representatives
GovInfo
Congressional committee documents, such as hearings, reports and related legislative history materials; coverage varies by category.