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Georgetown Law Library

Securities Law (U.S. and International) Research Guide

This guide is a starting point for research in securities law, covering U.S. federal, U.S. state, international, and foreign securities law.

Regulations & SEC Guidance

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:

  • Public Offerings
  • Private Offerings
  • Compliance Issues
  • Private Equity & Stock

Federal Regulations

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

Chapter 1 of the book Specialized Legal Research (KF240 .S64 2014) provides a fuller concordance of rule numbers/popular names and CFR citations.

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. Bloomberg also has a Federal Securities Regulation Tracker tool. Concept releases are only occasionally issued and are used to solicit public input on the need for future rulemaking.

Interpretative Releases

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.

Staff Bulletins

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

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.

Wolters Kluwer, Westlaw, and Lexis also have collections of No-Action Letters.  All three have letters dating back to at least 1971 and only provide a general keyword search of the letters.

Compliance and Disclosure Interpretations

C&DIs - sometimes referred to by their prior moniker, Telephone Interpretations - represent very informal responses to specific inquiries made by individuals or entities.

Staff Comments

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 agency insight, which can help drafters avoid what can be a very lengthy comment and response period.

Required Disclosure Filings

All companies registering or registered with the SEC are required to make regular (quarterly and annual) and irregular (triggered by certain actions such as a material news release or stock sale by an executive) 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. Additional background information on annual and quarterly reports and proxy statements can be found on the Company Research Guide.