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Securities Law

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Compiled from primary legal sourcesNot legal adviceHow we source this

Securities law governs the issuance, sale, and trading of investments such as stocks and bonds, and the conduct of the companies, markets, and professionals involved. Its central goals are to give investors accurate information and to promote fair and honest financial markets.

A core principle of this field is disclosure. Companies that raise money from investors or whose shares trade publicly are generally required to provide truthful, meaningful information so investors can make informed decisions. Securities law also includes rules designed to prevent fraud, deception, and other misconduct, including the misuse of important non-public information for trading purposes. Many businesses involved in offering or trading securities, and many professionals who advise investors, are subject to registration and regulatory oversight.

Common issues include how a company can lawfully raise capital, the disclosure obligations of public companies, the registration or available exemptions for securities offerings, regulatory compliance for investment firms and advisers, and responses to investigations or claims of securities fraud.

For a non-lawyer, the key idea is that raising money from investors and participating in financial markets come with significant legal responsibilities, especially around honest and adequate disclosure. Companies commonly consult securities lawyers when raising capital, going public, or meeting ongoing reporting requirements, and financial firms consult them to maintain regulatory compliance.

Share of classified federal decisions

1861187519001925195019752000200723%0
share of classified federal decisions

Of the federal decisions we've classified by topic, the share each year that fall under this practice area — so a persistently high line means this is a large, enduring share of federal litigation. This is not a share of all litigation: only part of the corpus is topic-classified (unevenly across eras), and an opinion can belong to several areas, so areas need not sum to 100%. State cases are largely unclassified, so this is federal only. The dip in the last several years is a data-coverage gap — our corpus holds fewer opinions from the most recent years — not a real decline.

Circuit splits in securities

Legal questions the federal courts of appeals are divided on — each links to the cases creating the split.

From the OpenJurist Bookshop

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Related practice areas

White Collar Criminal DefenseFranchise and Dealership LawMergers and Acquisitions LawAgriculture LawBanking and Finance LawBusiness OrganizationsCannabis LawCommunications and Media Law

Primary law

The governing U.S. Code, statutes and founding documents for Securities Law.

Key definitions

Defined terms that recur in securities law — each links to its dictionary entry.

ProspectusStockSecurityFraudMaterialityRegistrationUnderwriterEquityDerivativeSolvency

Landmark cases (1)

Landmark cases are the Supreme Court decisions that defined or reshaped Securities Law — establishing the controlling principles courts still apply. Current law leads; where a decision overruled an earlier landmark, the superseded case is shown beneath it.

Frequently asked questions

Securities Law by state

Courts, law libraries and state-specific resources. State law governs much of this area, so deadlines and rules vary by state.

Further reading

  • Martin's Boston Stock Market: Eighty-Eight Years, From January 1, 1798, To January, 1886 (1886) - Paperback
    Martin's Boston Stock Market: Eighty-Eight Years, From January 1, 1798, To January, 1886 (1886) - Paperback
    Joseph Gregory Martin
  • Fundamentals: Your Friendly Guide to Investment Funds and Syndications - Paperback
    Fundamentals: Your Friendly Guide to Investment Funds and Syndications - Paperback
    Michael Huseby
  • The Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron - Paperback
    The Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron - Paperback
    Bethany McLean
  • The principles of bond investment. - Paperback
    The principles of bond investment. - Paperback
    Lawrence Chamberlain
  • Raising Capital with Confidence - Hardcover
    Raising Capital with Confidence - Hardcover
    Darin H. Mangum
  • AI for Fix & Flip Investing: How to Use AI to Find, Analyze, Renovate, and Sell Properties for Profit - Paperback
    AI for Fix & Flip Investing: How to Use AI to Find, Analyze, Renovate, and Sell Properties for Profit - Paperback
    Joe Correa
  • Saudi Securities Law Dictionary - Paperback
    Saudi Securities Law Dictionary - Paperback
  • Buying Multi Family Homes for Investment with Homes for sale in California: How to Run a Rental Property Business - Paperback
    Buying Multi Family Homes for Investment with Homes for sale in California: How to Run a Rental Property Business - Paperback
    Shawn Mahoney
  • E-1 Treaty Trader Petition: Learn how to get an E-1 Petition if your company trades with the United States - Paperback
    E-1 Treaty Trader Petition: Learn how to get an E-1 Petition if your company trades with the United States - Paperback
    Brian Lerner
  • So You Got a Property, Now What: Maximizing your capabilities with your assets - Paperback
    So You Got a Property, Now What: Maximizing your capabilities with your assets - Paperback
    Clavacia Love
  • Real Estate Investing for Dummies - Paperback
    Real Estate Investing for Dummies - Paperback
    Eric Tyson
  • Revocable Trust Reit: A Pocket Guide to Creating a Living Revocable Trust (The Truth About Revocable Living Trusts and Estate Planning) - Paperback
    Revocable Trust Reit: A Pocket Guide to Creating a Living Revocable Trust (The Truth About Revocable Living Trusts and Estate Planning) - Paperback
    Loretta Kerns
  • Raising Capital with Confidence - Paperback
    Raising Capital with Confidence - Paperback
    Darin H. Mangum
  • The Little Book of Market Manipulation: An Essential Guide to the Law - Paperback
    The Little Book of Market Manipulation: An Essential Guide to the Law - Paperback
    Gregory J. Durston
  • Buffettology: The Previously Unexplained Techniques That Have Made Warren Buffett the Worlds - Paperback
    Buffettology: The Previously Unexplained Techniques That Have Made Warren Buffett the Worlds - Paperback
    Mary Buffett
  • The Insider's Dossier: How to Use Legal Insider Trading to Make Big Stock Profits - Paperback
    The Insider's Dossier: How to Use Legal Insider Trading to Make Big Stock Profits - Paperback
    Andrew Packer
  • Stock Market for Beginners, Real Estate Investing, Negotiating: 3 books in 1! Learn Stocks, Bonds & ETFs & Profit from Investing in Residential Proper - Paperback
    Stock Market for Beginners, Real Estate Investing, Negotiating: 3 books in 1! Learn Stocks, Bonds & ETFs & Profit from Investing in Residential Proper - Paperback
    Louis Zeman
  • Buy to Flip Property & Rehab Properties with California CA Real Estate: A house flipping business plan & How to Finance a flip property - Paperback
    Buy to Flip Property & Rehab Properties with California CA Real Estate: A house flipping business plan & How to Finance a flip property - Paperback
    Brian Mahoney
  • The Little Book of Insider Dealing: An Essential Guide to the Law - Paperback
    The Little Book of Insider Dealing: An Essential Guide to the Law - Paperback
    Geoffrey Durston
  • Rocks, Minerals, And Stocks (1882) - Paperback
    Rocks, Minerals, And Stocks (1882) - Paperback
    Frederick Henry Smith
  • How to Steal A Lot of Money -- Legally: Clueless Crooks Go to Jail, Savvy Swindlers Go to Vail - Paperback
    How to Steal A Lot of Money -- Legally: Clueless Crooks Go to Jail, Savvy Swindlers Go to Vail - Paperback
    Edward Siedle
  • True Tales of a Buckeye Legal Eagle - Paperback
    True Tales of a Buckeye Legal Eagle - Paperback
    Richard G. Clark
  • How to Build an Investment Portfolio- The SMART way: Property Smart book series - Paperback
    How to Build an Investment Portfolio- The SMART way: Property Smart book series - Paperback
    Sarah Davis
  • The Mutual Fund Industry: Competition and Investor Welfare - Hardcover
    The Mutual Fund Industry: Competition and Investor Welfare - Hardcover
    R. Glenn Hubbard

This overview is general legal information, not legal advice, and does not create an attorney–client relationship. Laws vary by state and change over time — consult a licensed attorney about your situation.