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Background

The Securities and Exchange Commission was created under the authority of the Securities Exchange Act of 1934 (15 U.S.C. 78-78jj). The purpose of the Commission is to provide disclosure to the public and protect investors against malpractice in the securities market. The Commission regulates securities brokers, dealers and transfer agents.

Legislative History

1. Ellenberger, Jack. S. Legislative History of the Securities Act of 1933 and Securities Exchange Act of 1934. Littleton, CO: Rothman, 1973. 11 volumes. (KF1066 .A58 1973)

2. Federal Securities Laws: Legislative History, 1933-1982. Washington, D.C.: Bureau of National Affairs, 1983. 4 volumes. (KF1439.8 1983)

3. Legislative History of Securities Acts Amendments of 1975. Washington, D.C,: U.S. Government Printing Office, 1975. (KF1067.122 .A15 1975)

4. LEXIS (Library: FEDSEC, File: LEGIS) contains House, Senate and Conference Committee Reports for the 1933 and 1934 Acts and includes recent amendments.

Administrative Decisions, Regulations and Releases

1. Decisions and Reports. Washington, D.C.: U.S. Government Printing Office, 1934 -current. (KF1444 .A2) This set contains the complete text of decisions and opinions of the Securities and Exchange Commission. The Decisions are also found on WESTLAW (Database Identifier: FSEC-DEC) with coverage from 1934 to the present and on LEXIS (Library: FEDSEC, File: SECREL) with coverage from 1934.

2. Code of Federal Regulations. Washington, D.C.: U.S. Government Printing Office. (KF70 .A32) Title 17 contains the regulations of the Securities and Exchange Commission and the Commodity Futures Trading Commission. The regulations can also be found on WESTLAW (Database Identifier FSEC- CFR) and on LEXIS (Library: FEDSEC, File: CFR).

3. Federal Register. Washington, D.C.: U.S. Government Printing Office, 1936-current. (KF70 .A2) This set contains proposed rules and regulations of the SEC. WESTLAW Database Identifier (FSEC-F) and LEXIS (Library: FEDSEC, File: FEDREG) both include coverage from 1980 to the present.

4. SEC Docket. Washington, D.C.: U.S. Government Printing Office. (KF1436 .A2 .S4 volumes 1 (1973) - 23; Micrographics volumes 24 (1981)- current) This periodical contains releases for The Securities and Exchange Act, Public Utility Holding Act, Trust Indenture Act, Investment Company, Investment Advisers Act, Securities Investor Protection Act and Litigation releases and rules. The SEC Docket is also available on WESTLAW (Database Identifier: FSEC-DKT) and on LEXIS (Library: FEDSEC, File SECREL). For releases before 1973, the best source is WESTLAW (Database Identifier FSEC-IR and LEXIS (Library : FEDSEC, File: LITREL).

5. SEC News Digest. Washington, D.C.: U.S. Government Printing Office. (KF1444.A57 1972 - November 27, 1981 - present) This digest contains SEC announcements, Securities Act registrations, listing, delisting and unlisted trading actions, and digests of SEC releases. WESTLAW (Database Identifier: FSEC-DIG) provides coverage from July 1987 to the present. LEXIS (Library FEDSEC, File: SECNEW) contains coverage from June 1985 to the present.

6. Official Summary of Security Transactions and Holdings. Washington, D.C.: U.S. Government Printing Office. Volume 57(1987) - current, (HG4556 .U5 .A33) This monthly publication contains securities holdings figures showing owners, relationships to issues, and amounts of securities bought and sold by each owner.

7. Directory of Companies Required to File Annual Reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Washington, D.C.: U.S. Government Printing Office. 1973 - current (HG4556 .U5 .A39) This annual publication lists companies that are required to file annual reports. It is arranged alphabetically and by industry classification.

8. Securities and Exchange Commission Annual Report. Washington, D. C.: U.S. Government Printing Office. (KF1444 .A8 1960-1980 1981 - current) The appendix summarizes actions taken by the SEC in the past year.

9. No-Action Letters No-action letters express positions to companies and individuals that have requested information on SEC policy. The best sources for these letters are LEXIS (Library: FEDSEC, File: NOACT) with coverage from 1971 and WESTLAW (Database Identifier: FSEC-NAL) with coverage from 1970.

Citator

1. Shepard's United States Administrative Citations. Colorado Springs, CO: Shepards, 3rd edition. (KF153.2 .S5) Part 4 of this set provides citation coverage for Securities and Exchange Commission Decisions and Reports by volume and page and by release number. One section includes cross references for SEC Decisions.

Looseleafs

1. Federal Securities Law Reporter. Chicago, IL: Commerce Clearing House. (KF1068.4 .C6) This looseleaf set contains the full text of the Securities Act of 1933, Securities Act of 1934, the Public Holding Company Act, and the Investment Company Act of 1940. The set also provides coverage of SEC rules, regulations, and interpretive releases. Full text of court decisions that interpret the federal securities laws or regulations are published in this reporter.

2. SEC Accounting Rules. Chicago, IL: Commerce Clearing House. (KF2920 .A6 .C6) This one-volume looseleaf publication contains information on financial reporting, accounting and auditing enforcement releases of the SEC. This service reports new SEC accounting regulations and changes in existing regulations in one section. Regulation S-K is reproduced and amended to date.

3. SEC Compliance: Financial Reporting and Forms. Englewood Cliffs, NJ: Prentice-Hall. (KF1446 .A6 .W4) This set covers how to prepare Form 10-K, the basic annual report, and other annual report forms. This publication explains what events call for filing 8-K forms and how to fill out the form. Volume 2 contains SEC Accounting Rules and Securities Act registration rules and guides.

4. Prentice-Hall Securities Regulation. Englewood Cliffs, NJ: Prentice-Hall. (KF1444 .A6 .P6) This set provides material relating to Federal securities laws and state blue sky laws. The looseleaf volumes contain court decisions, opinions of the attorney general, and selected SEC opinions and no- action letters.

5. Securities Regulation and Law Report. Washington, D.C.: Bureau of National Affairs. Looseleaf (KF1070 .A6 .S4) These weekly reports summarize and sometimes reprint full or partial texts of SEC decisions, rules, regulations, decisions from state and federal courts, and selected legislation. This looseleaf is also available on WESTLAW (Database Identifier: BNA-SRLR) from 1986; and on LEXIS (Library FEDSEC, File: SECREG) from 1982.

Treatises

1. Bloomenthal, Harold S. Securities and Federal Corporate Law. New York, NY: Clark Boardman. (KF1436.5 B5) This five-volume looseleaf is an excellent set for practitioners. The set covers every step in the handling of securities transactions.

2. Bloomenthal, Harold S. Securities Law Handbook. New York, NY: Clark Boardman. (KF1432 .B56) This annual handbook provides a comprehensive and current overview of securities law and practice.

3. Loss, Louis and Seligman, Joel. Securities Regulation. Boston, MA: Little Brown. (KF1070 .L6 1989) This seven-volume set with annual supplementation provides explanations of the procedure of the SEC and offers detailed treatment of express and implied liabilities under SEC statutes.

Periodicals

1. Annual Institute on Securities Regulation. New York, NY: Practising Law Institute. (KF1070 .A2 .I5) Each annual volume includes the expanded transcripts of the presentations at the annual institutes.

2. Business Lawyer. Chicago, IL: ABA Section of Corporation, Banking and Business Law. (K2 .U83) This journal of business and financial law contains articles on securities law. One issue each year contains an annual review of significant legislative and regulatory developments and case law review.

3. Securities and Federal Corporate Law Report. New York, NY: Clark Boardman. Monthly. (KF1432 .S42) This report authored and edited by Harold S. Bloomenthal updates his treatise, Securities and Federal Corporate Law.

4. Securities Regulation Law Journal. Boston, MA: Warren, Gorham & Lamont. Quarterly. (K23 .E43) This quarterly journal features articles by practitioners and scholars. Regular columns alert the reader to changes in securities laws, rules and regulations.

Databases

This section contains only a sample of the databases on securities available on LEXIS and WESTLAW. Please consult the database lists for related databases on this topic.

1. DISCLOSURE provides in-depth financial information on over 12,000 companies. Extracts of 10-K and 10-Q and 20-F financial reports, and registration reports for new registrants are included. This database is available on WESTLAW's DIALOG (Database Identifier: DISCLOSURE).

2. PTS Annual Reports Abstracts provides comprehensive coverage of annual reports issued by publicly held U.S. corporations and selected international companies. This database is a DIALOG database that is available on WESTLAW (Database Identifier: PTS-AR).

3. LEXIS (Library: FEDSEC, File: 10-K) contains 10 K Yearly Reports from July 1987 in full text.

4. LEXIS (Library: FEDSEC, File: 10-Q) provides 10-Q Quarterly Reports from July 1987 in full text.

5. LEXIS (Library: FEDSEC, File: 20-F) contains SEC Form 20-F from 1989 in full text.

6. LEXIS (Library: FEDSEC, File: AR) contains Corporate Annual Reports from files 88,87,86,85 and 84 files.

Current Information

The NEXIS library on LEXIS and the DIALOG service on WESTLAW provide excellent sources for recent newspaper articles on new developments in securities.

University of California / Hastings College of the Law Library
200 McAllister Street / San Francisco, California 94102
February 1992 / Compiled by Veronica Maclay
June 1994 / edited for GOPHER

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