Negotiable Instruments (securities law) are any form of ownership that can be easily traded on a secondary market, such as stocks and bonds. It also includes their derivatives, such as futures contracts, options, or mutual funds. Traders must be licensed to buy and sell securities to assure they are trained to follow the laws and regulations set forth by the Securities and Exchange Commission (SEC). Blue Sky Laws are used by the States to enforce securities law and protect investors.
The Securities and Exchange Commission is the federal agency predominantly responsible for administering and enforcing federal Securities laws. The SEC attempts to protect investors by ensuring that the securities markets are honest and fair. When needed, the SEC enforces securities laws through a variety of means, including fines, referral for criminal prosecution, revocation or suspension of licenses, and injunctions.
Headquartered in Washington, D.C., the Commission consists of five (5) members appointed by the president, with one position expiring each year. No more than three (3) members may be from any single political party. With more than 900 employees, the agency has five (5) regional and six (6) district offices throughout the country and enjoys a generally satisfactory reputation.
The Commission enforces the numerous laws and regulations under its jurisdiction in a number of ways. The SEC may seek a court injunction against acts and practices that mislead investors or otherwise violate securities laws; suspend or revoke the registration of brokers, dealers, investment companies, and advisers who have dishonored securities laws; refer persons to the Justice Department for criminal prosecution in situations involving criminal fraud or other willful violation of securities laws; and bar attorneys, accountants, and other professionals from practicing before the Commission. The SEC may also conduct investigations to determine whether a violation of federal securities laws has transpired. The SEC has the power to subpoena witnesses, administer oaths, and compel the production of records anywhere in the United States.
When an SEC investigation uncovers evidence of wrongdoing, the Commission may order an administrative hearing to determine responsibility for the violation and impose sanctions. An administrative hearing is held before an administrative law judge, who is an independent SEC employee. The hearing is comparable to that of a non-jury trial and may be either public or private. After the hearing, the judge makes an initial written decision containing findings of fact and conclusions of law.
Willful violations may be punished by fines and imprisonment. The SEC refers such cases to the Department of Justice for criminal prosecution. "Willfulness" means only that the defendant intended the act, not that he knew that it was a violation of securities laws.
For more information on Negotiable Instruments and Securities law, review the resources below. Additionally, you can find an attorney in your area who can assist you with your legal questions and issues by visiting the Law Firms page of our website.
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Articles About Securities Law
- Whistleblowers Helping the Public By Exposing FraudThe 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted to assist the government with discovering financial fraud. A recent SEC whistleblower received a $14 million dollar reward for reporting a real estate scam.
- Transfer Agents in the Going Public ProcessTransfer agents play a key role in the going public process. Transfer agents are the record keeper for a company’s securities when it goes public. Share ownership is reflected on the issuer’s shareholder list. In addition, transfer agents issue and cancel certificates to reflect changes in the ownership of securities and act as an intermediary for the company and its stockholders during the going public process.
- Accredited Investors l Rule 506 RequirementsRegulation D under the Securities Act of 1933,as amended (the “Securities Act”), sets forth a safe harbor from the registration statement requirements of the Securities Act for certain private placements of securities. In connection with these exemptions, offerings made in reliance upon Regulation D, Rule 504, 505 and 506 can be made to up to 35 non-accredited investors and an unlimited number of “accredited” investors.
- Section 4(1) ExemptionRule 144 (“SEC Rule 144”) under the Securities Act of 1933 (“Securities Act”) provides a safe harbor from the registration provisions of the Securities Act for resales of restricted and control securities by persons other than the issuer if all conditions of the rule are complied with.
- Form 8K Reporting of Reverse MergersThe Securities and Exchange Commission (“SEC”), Division of Corporate Finance frequently notes disclosure deficiencies in the disclosure of reverse merger transactions in on 8-K Filed. This post summarizes SEC staff comments in response to reports on Form 8-K reporting of reverse mergers with public shell companies or similar transactions that result in a public company no longer being designated as a shell company.
- US Listings For Foreign IssuersTypically, foreign companies seeking to raise capital attempt to obtain public company status. Foreign companies that go public in the U.S. may complete a public offering by registering securities with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) or by registering a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”).
- OTCMarkets OTCQX l Dual List USAThe OTCMarkets OTCQX offers foreign issuers seeking to go public in the U.S. an appealing alternative to listing on a stock exchange. Foreign issuers whose securities are listed on a foreign stock exchange that qualify for the exemption from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
- Private Placement Memorandums 101A private placement memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum. PPM’s are typcially prepared by securities lawyers who assist private companies with their going public transactions. PPM’s are used to raise capital by selling either debt or equity in an exempt offering that has not been registered with the SEC. These exempt offerings are often called private placements.
- SEC Registration Statements l Question & AnswerAddressing the most common questions we receive about going public using Form S-1 and the SEC registration statement process.
- Section 16 ReportingShareholders and management of private companies are often unaware of their reporting obligations upon completion of a going public transaction. Section 16(a) of the Exchange Act of 1934 (the “Exchange Act”) requires the reporting of beneficial ownership by the officers, directors and stockholders who hold stock directly or indirectly, beneficially owning more than 10% of the company’s common stock or other class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act.
- All Banking and Finance Law Articles
Articles written by attorneys and experts worldwide discussing legal aspects related to Banking and Finance including: asset protection, capital markets, corporate finance, financial planning, financial services law, investment law, offshore accounts, private equity, project finance, public finance, securities, trade investment and venture capital.
Securities Law - US
- ABA - Securities Litigation Committee
The Securities Litigation Committee, whose diverse membership includes attorneys from both the plaintiff and defense perspective, corporate counsel, and academicians, strives to be an invaluable resource to those practicing or interested in securities litigation, arbitration or regulatory enforcement matters.
- EDGAR - SEC Filings
All companies, foreign and domestic, are required to file registration statements, periodic reports, and other forms electronically through EDGAR. Anyone can access and download this information for free. Here you'll find links to a complete list of filings available through EDGAR and instructions for searching the EDGAR database.
- National Securities Markets Improvement Act - NSMIA
Passed by the U.S. Congress in 1996, the NSMIA was an attempt to update and amend previous security acts and create one uniform code that companies and regulators could follow.
- Securities - Definition
A security is a fungible, negotiable instrument representing financial value. Securities are broadly categorized into debt securities (such as banknotes, bonds and debentures) and equity securities, e.g., common stocks; and derivative contracts, such as forwards, futures, options and swaps. The company or other entity issuing the security is called the issuer. A country's regulatory structure determines what qualifies as a security. For example, private investment pools may have some features of securities, but they may not be registered or regulated as such if they meet various restrictions.
- Securities Act of 1933
The Securities Act of 1933 was the first major piece of federal legislation regarding the sale of securities. Prior to this legislation, the sale of securities was primarily governed by state laws; however, the market crash of 1929 raised some serious questions about the effectiveness of how the markets were being governed. Because of the turmoil surrounding the investing community at this time, the federal government had to bring back stability and investor confidence in the overall system.
- Securities and Exchange Commission (SEC)
The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. As more and more first-time investors turn to the markets to help secure their futures, pay for homes, and send children to college, our investor protection mission is more compelling than ever. As our nation's securities exchanges mature into global for-profit competitors, there is even greater need for sound market regulation.
- Securities Exchange Act of 1934
The act which created the SEC, outlawed manipulative and abusive practices in the issuance of securities, required registration of stock exchanges, brokers, dealers, and listed securities, and required disclosure of certain financial information and insider trading.
- Securities Investor Protection Act
Although the Bankruptcy Code provides for a stockbroker liquidation proceeding (11 U.S.C. § 741 et seq.), it is far more likely that a failing brokerage will find itself involved in a proceeding under the Securities Investor Protection Act of 1970 ("SIPA") (15 U.S.C. §§ 78aaa et seq.), rather than a Bankruptcy Code liquidation case.
- State Blue Sky Laws
State regulations designed to protect investors against securities fraud by requiring sellers of new issues to register their offerings and provide financial details. This allows investors to base their judgments on trustworthy data.
Organizations For Securities Law
- ABA Securities Association (ABASA)
The ABA Securities Association (ABASA) is a separately chartered trade association and non- profit affiliate of the American Bankers Association whose mission is to represent the interests of banks underwriting and dealing in securities, proprietary mutual funds and derivatives before Congress, federal and state governments, and the courts. ABASA supports bank securities operations through research, education, compliance assistance and 'peer group' opportunities.
- CorporateCounsel.net Blog
Practical Corporate and Securities Law Blog
- Financial Industry Regulatory Authority (FINRA)
The Financial Industry Regulatory Authority (FINRA), is the largest independent regulator for all securities firms doing business in the United States. All told, FINRA oversees nearly 4,750 brokerage firms, about 167,000 branch offices and approximately 633,500 registered securities representatives.
Online source for the latest business and financial news and analysis. Covering personal finance, lifestyle, technology and stock markets.
Nasdaq.com is the official website of The Nasdaq Stock Market, the largest US electronic stock market. With approximately 3,200 companies, it lists more companies and, on average, trades more shares per day than any other U.S. market. It is home to companies that are leaders across all areas of business, including technology, retail, communications, financial services, transportation, media and biotechnology. NASDAQ is the primary market for trading NASDAQ-listed stocks.
- SEC, NASD and Securities Law Information Center
This site is designed to assist investors who have lost money. The SEC, NASD and Securities Law Information Center helps investors document their cases in order to best explain how their funds may have been improperly managed. Clients can then follow up on their own or with a law firm in an attempt to recover their losses.
- Securities Class Action Clearinghouse
The Securities Class Action Clearinghouse provides detailed information relating to the prosecution, defense, and settlement of federal class action securities fraud litigation. The Clearinghouse maintains an Index of Filings of 3070 issuers that have been named in federal class action securities fraud lawsuits since passage of the Private Securities Litigation Reform Act of 1995. The Clearinghouse also contains copies of more than 32,200 complaints, briefs, filings, and other litigation-related materials filed in these cases.
- Securities Investor Protection Corporation (SIPC)
SIPC is an important part of the overall system of investor protection in the United States. While a number of federal, self-regulatory and state securities agencies deal with cases of investment fraud, SIPC's focus is both different and narrow: Restoring funds to investors with assets in the hands of bankrupt and otherwise financially troubled brokerage firms. The Securities Investor Protection Corporation was not chartered by Congress to combat fraud.
- Securities Law Prof Blog