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Securities Law

Securities law is the area of law dealing with securities, which is the generic term for shares of stock, bonds and debentures issued by corporations and governments to evidence ownership and terms of payment of dividends or final pay-off. They are called securities because the assets and/or the profits of the corporation or the credit of the government stand as security for payment. However, unlike secured transactions in which specific property is pledged (like a mortgage or car), securities are only as good as the future profitability of the corporation or the management of the governmental agency.

Both federal and state laws regulate securities. Federal securities laws are generally administrated by the Security and Exchange Commission (SEC) which was established by the Securities Exchange Act of 1934. The other two main federal laws are the Investment Company Act of 1940 (“Investment Company Act”), and the Investment Advisers Act of 1940 (“Advisers Act”).

In addition to the federal laws, there are also state laws that govern securities. These laws are commonly known as Blue Sky Laws, which typically give the investor who loses money or is defrauded in the securities markets far greater protections than are available under the federal laws.