May 18, 2022 – Securities law can seem daunting if it isn’t an area in which you normally practice. The addition of cryptocurrency, Blockchain, and non-fungible tokens (NFTs) have further complicated the regulatory landscape.
Consideration of the legal implications of these new cryptocurrency assets also intersects with many other areas of law, such as intellectual property and privacy. But at its most basic, securities law is essentially the law governing investments and capital markets.
This article discusses the resources and basic information for researchers, legal professionals, and anyone interested in learning more about this rapidly changing area of law.
U.S. Code: Securities
The framework of securities law spans many statutes and regulations, both state and federal. However, the principal federal securities statutes are:
Federal Regulations
There are two primary regulating bodies in federal securities law. Their regulations can be found in
Title 17 of the Code of Federal Regulations.
Elizabeth Manriquez is the scholarly communications librarian at the
U.W. Law School Library. She is a member of the Law Librarians Association of Wisconsin (LLAW). LLAW's Public Relations Committee coordinates regular contributions by its members to
InsideTrack.
The first of these bodies is the Securities and Exchange Commission (SEC). The SEC is responsible for administering and enforcing securities laws. The SEC website provides access to forms, adjudicatory orders, a rulemaking index, and several other tools for investors and attorneys.
The SEC also provides access to
EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system. EDGAR is a public database, allowing investors and companies to file required documents and research public companies, mutual funds, variable annuities, exchange-traded funds, and individuals.
The second of these regulatory bodies is the Commodity Futures Trading Commission (CFTC). The CFTC is responsible for the derivatives markets. Essentially, they regulate futures, swaps, and options.
Their website includes forms, market data, economic analysis, primary law and regulations, industry filings, and a whistleblower website.
Self-regulating Organizations’ Websites
Self-regulatory organizations (SROs) are nongovernmental organizations that have authority to adopt and enforce rules and conduct disciplinary proceedings of their members, subject to SEC oversight. The priority is to protect investors and set standards that promote ethics and professionalism.
Below are some common financial SROs and their websites, which are full of information for investors and attorneys:
Workshops and Instructional Resources on Securities Law
If you are someone who learns better through videos and hands-on tutorials, there are several offered by these legal education companies. There are also conferences each year on the topic.
PLI’s
SEC Institute offers forums and workshops for legal professionals of all levels. These workshops range from current awareness of new rules to 101 topics for those new to the area.
CALI also provides
interactive tutorials on their website on topics ranging from “The Capital Asset Pricing Model” to “The Registration Process.”
Northwestern Law’s
Securities Regulation Institute hosts a yearly conference focused on practical advice for attorneys advising corporate clients.
If you’re looking to learn more about NFTs generally and their legal implications, attend the
NFT Tech Conference on July 8, 2022. Panels include: Keeping NFTs Legal.
One of the many resources on FINRA’s website include
events and training on topical subjects in the financial world.
Information Available on Legal Databases
The big three legal databases each have a collection of materials to assist in the practice of securities law. These materials include cases, treatises and study aids, current awareness publications, and drafting tools.
Information on State Laws and Resources
In addition to federal law, there are state laws and regulations to consider. These are commonly known as Blue Sky Laws. You can find Wisconsin Uniform Securities Law under
Wis. Stat. chapter 551.
The Wisconsin State Law Library is also a great place to start – they have a
research guide with links to both state and federal resources.
If you want to go straight to the source, Wisconsin’s Department of Financial Institutions has a
Division of Securities that registers and monitors the activities of broker-dealers, securities agents, investment advisors, and investment adviser representatives.
The State Bar of Wisconsin PINNACLE© offers books, articles, and CLE sessions on various topics involving securities law. Use
this link to WisBar Marketplace to search for current resources on securities law.
The PINNACLE book, “Securities, Mergers, and Acquisitions in Wisconsin,” includes relevant case law and time-saving checklists, provides a summary of federal securities regulations and the myriad rules and case law affecting their implementation. It also discusses the nuances of the Wisconsin Securities Law (Blue Sky Laws).
In addition,
Wisconsin Lawyer™ magazine recently completed a two-part “101” series on cryptocurrency and Blockchain. Check out the articles in the
February 2022 and April 2022 issues.
Information on International Investment and Corporate Law
In addition to providing broad coverage in national securities law, the commercial databases have several resources for the considerations of international securities practice:
Podcasts, Blogs, and Current Awareness
For legal professionals already well versed in securities law, there are some great tools for promoting current awareness. These include:
Research Guides Specifically on Blockchain and NFTs
The resources above provide information some information on regulating Blockchain and NFTs. But if you are looking for resources that center on cryptocurrency and crypto assets, these research guides are excellent collections of resources to get you started:
Where to Find Out More
If you are feeling overwhelmed by the resources above or are still unsure where to start, contact a librarian! We are trained to assist patrons with finding and using the best resources for them and their unique legal research topics. Law librarians are available at these Wisconsin libraries:
