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:
SEC regulations are first published in the Federal Register then codified in Title 17 of the Code of 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|
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. Concept releases are only occasionally issued and are used to solicit public input on the need for future rulemaking.
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.
These bulletins, on legal and accounting matters, summarize the interpretations and policies followed by SEC staff on specific matters. They are not frequently issued and are not as persuasive as the interpretative releases or policy statements.
No-action letters are inquiries sent by individuals or entities requesting that the SEC staff not recommend an enforcement action in the event specified conduct occurs.
No-action letters are useful for research purposes because they are very fact-specific and provide a good indication of how the SEC will view conduct. However, they have limited precedential value.
C&DIs - sometimes referred to by their prior moniker, Telephone Interpretations - represent very informal responses to specific inquiries made by individuals or entities.
Beginning in 2004, the SEC began releasing select comment and response letters discussing disclosure filings. These letters are issued by SEC staff when staff believe those filings can be improved. The comments (and any responses) are specific to the filing and so the positions taken by the SEC are not precedential. But, they provide incredible insight, which can help drafters avoid what can be a very lengthy comment and response period.
All companies registering or registered with the SEC are required to make disclosure filings, using the SEC's EDGAR system. These filings contain a wealth of information, both about the companies making the filing (CEO compensation, number of employees, major contracts, etc.) and about generally-accepted language currently being used in SEC filings and in major contracts. If you're looking for a model employee stock purchase agreement, for example, SEC filings are a great place to look.