research topics on securities market

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Securities Regulation & Enforcement

Get started, primary sources of law, secondary sources, required disclosures (edgar), sec enforcement, sec guidance, organizations & associations, other useful resources, international resources, current awareness, getting help, introduction.

This guide is meant to help you find laws and information on securities law issues; the goal is to provide useful, but not exhaustive, resources. Research requires analysis and synthesis of information, and no one resource will likely provide sufficient information or data on any given topic.

While conducting your research, you may want to explore: 

Primary sources of law ( e.g. , statutes, regulations, and cases) governing securities

Secondary sources , including treatises, articles (both scholarly and practice-oriented), and practice or study aids

Required disclosures

Government, industry, and/or advocacy organizations relating to securities

News and other current awareness sources

Data  on corporations, securities, required disclosures, etc.

For many of the relevant databases, you will need your Harvard Key or University ID and PIN.  For others, you may need to register with your Harvard email address to gain access.  If you have any trouble accessing a database, please contact the library.

Legal Database Practice Centers

The following legal research databases all contain Practice Centers or Practice Areas focusing on the regulation of securities. While each database provides links to relevant statutes, regulations, administrative guidance, and case law, they each offer a different array of secondary sources and practice tools. As a result, it is a good idea to consult as many research databases as possible.

• Bloomberg Law - Securities Practice Center
• Lexis - Practical Guidance - Capital Markets & Corporate Governance
• Lexis - Securities Law Practice Area
• VitalLaw (a Wolters Kluwer legal research platform) - Securities - All
• Westlaw - Corporate Governance Practice Area See the Securities Resources sub-topic
• Westlaw - Practical Law - Capital Markets & Corporate Governance
• Westlaw - Securities Enforcement & Litigation Practice Area

Statutes, Regulations, and Cases

Investing in stocks, bonds, and other securities is different from putting savings in a bank account, as investments can lose value. The laws, rules, and regulations that govern the U.S. securities industry are designed to provide investors with access to certain basic information about an investment before they invest in it and while they continue to own it. The primary U.S. federal regulators are the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC); however, individual states also have securities divisions that govern securities sold within the state.  

Below are links to a number of publicly available sources of statutes, rules, and regulations concerning the regulation of securities. You can also use various legal research databases ( e.g. , Bloomberg Law, Lexis, and Westlaw) to access these law and other resources.

The SEC's website also contains a useful summary on researching federal securities laws (including explanations and links to publicly available resources).

US Statutes

• Securities Act of 1933  (Pub. L. 73-22, 48 Stat. 74, codified at 15 U.S.C. §§77a-77mm)
• Securities Exchange Act of 1934  (Pub. L. 73-291, 48 Stat. 881, codified at 15 U.S.C. §§78a-78kk)
• Trust Indenture Act of 1939  (Pub. L. 76-253, 53 Stat. 1149, codified at 15 U.S.C. §§77aaa-77bbbb)
• Investment Company Act of 1940  (Pub. L. 76-768, 54 Stat. 789, codified at 15 U.S.C. §§80a-1-80a-64)
• Investment Advisers Act of 1940  (Pub. L. 76-768, 54 Stat. 847, codified at 15 U.S.C. §§80b-1-80b-21)
• Sarbanes-Oxley Act of 2002  (Pub. L. 107-204, 116 Stat. 745, codified in Titles 15, 18, 28, and 29 of the U.S.C.)
• Dodd-Frank Wall Street Reform & Consumer Protection Act  (Pub. L. 11-203, 124 Stat. 1376, codified in Titles 12 and 15 of the U.S.C.)

The official codified version of federal securities law appears in Title 15 of the U.S. Code , specifically in sections 77 through 80. (Note: Most practitioners refer to the section numbers of the Acts instead of citations to the Code.)

The SEC's website contains a lot of useful information regarding the laws listed above.

Congressional Committees

• U.S. Senate Committee: Banking, Housing, and Urban Affairs  (Subcommittee on Securities, Insurance, and Investment)
• U.S. House Committee: Financial Services Committee  

State Statutes (a/k/a "Blue Sky Laws")

• 50-State Statutory Surveys  - "Blue Sky Laws" (via Westlaw)
• 50-State Surveys, Statutes & Regulations - Securities Law - "Blue Sky Laws" (via Lexis+)
• State Law Chart Builder - Blue Sky/Securities (via Bloomberg Law)

NOTE: The origin of the term "blue sky laws" is a bit uncertain. See footnote 59 of this article by Jonathan R. Macey and Geoffery P. Miller if you are curious about some of the competing theories.

Federal Regulatory Agencies

There are two (2) main federal agencies regulating and overseeing securities markets and transactions in the US:

• U.S. Securities & Exchange Commission  (primary regulator)
• U.S. Commodity Futures Trading Commission  (regulates derivatives, futures, options, and other types of investments subject to the Commodities Exchange Act)

US Regulations

• Code of Federal Regulations

SEC rules are found in Chapter II of Title 17 (Commodities and Securities Exchanges). Different parts of the chapter correspond to specific topics, and each part is divided into sections that correspond to rule numbers.

• 17 CFR, part 230 - Securities Act of 1933
• 17 CFR, part 240 - Securities Exchange Act of 1934
• 17 CFR, part 250 - Public Utility Holding Company Act of 1935
• 17 CFR, part 260 - Trust Indenture Act of 1939
• 17 CFR, part 270 - Investment Company Act of 1940
• 17 CFR, part 275 - Investment Advisers Act of 1940
• 17 CFR, part 300 - Securities Investor Protection Act

For example:

• 1933 Act Rule 144 is 17 C.F.R. § 230.144
• 1934 Act Rule 10b–5 is 17 C.F.R. § 240.10b–5

The SEC's website contains a lot of useful information regarding various rules and regulations.

Regulatory Guidance

In addition to issuing regulations, the SEC releases a variety of interpretive guidance designed to clarify its interpretation of the securities laws and regulations. Although interpretive releases do not have the force of law, they can be very persuasive. You can find interpretive guidance on the SEC's website , under the "Regulation" tab (see "Other Orders and Notices" and "Staff Interpretations").

You can also find interpretive guidance in: 

• Westlaw (in the "Securities Enforcement & Litigation" Practice Area, under "Administrative Decisions & Guidance"),
• Lexis (in the "Securities Law" Practice Area, under "Administrative Materials"), and/or
• Bloomberg Law (in the "Securities" Practice Center, under "Agency & SRO Materials").

NOTE: "SRO" stands for "Self-Regulating Organization."

See "Finding Regulatory Information, Corporate Disclosures, Law Firm Memos, and More" on the "Useful Tools" page, below.

Legal research platforms ( e.g. , Westlaw, Lexis, and Bloomberg Law) often allow you to focus your case law searches on specific areas of law. For example, Westlaw  allows you to limit cases by the Topic of Securities, Lexis allows you to select the Practice Area of Securities Law, and Bloomberg Law allows you to search Securities Court Opinions. By doing this, you can focus your case law research on the cases most likely to be relevant to your research question.

• Fundamentals of Securities Regulation, by Louis Loss, Joel Seligman & Troy Paredes (KF1439 .L68 2024; also available online via VitalLaw) The distilled version of the authoritative treatise, Securities Regulation, authors Loss, Seligman and Paredes review the most significant aspects of securities regulation into one concise resource. Topics covered include the Dodd-Frank Wall Street Reform and Consumer Protection Act, primary liability under 10(b), insider trading, sanctions, disclosure requirements, rules and forms for offerings, SEC reporting, forward-looking statements, class action suits, bespeaks caution cases, and ADR in securities disputes. To facilitate more detailed analysis, its fourteen chapters parallel the organization of the full treatise, and extensive cross-references show you exactly where to turn.
• Securities Regulation, by Louis Loss, Joel Seligman & Troy Paredes (KF1070 .L62 2019; also available online via VitalLaw) The 11-volume authoritative work. Includes analysis of all relevant statutes as well as thousands of cases and SEC administrative decisions and letters. Topic covered include executive compensation, related person disclosure rules, e-proxy rules, Dodd-Frank reform, Internet securities trading, margin accounts, the SEC's safe harbor initiatives, crowdfunding, Regulation FD and selective disclosure of material non-public information, SEC amendments to the tender offer, proxy and merger rules, arbitrability of securities disputes, and much more.
• Matthew Bender Federal Securities Exchange Act of 1934, edited by A.A. Sommer, Jr. (Lexis) A comprehensive treatise on the Securities Exchange Act of 1934. Includes: organization of the SEC; 1934 Act registration and reporting requirements, Integrated Disclosure, proxy rules and proxy contests, insider trading and short-swing trading; registration and regulation of securities markets, broker-dealers, transfer agents, clearing agencies; and SEC enforcement actions and private civil liabilities.
• Securities Regulation: Liabilities and Remedies, by Marc I. Steinberg (Lexis) Securities Regulation: Liabilities and Remedies provides you with the guidance you need to protect your clients' confidential information while facing disclosure and liability concerns under the securities laws. This comprehensive volume helps you deal successfully with such matters as: disclosure of self-dealing; protecting confidential information; insider trading; "soft information"; bad financial news; merger negotiations; a company's duty to update information; public and private offerings; the "fraud on the market" theory of reliance; shareholder remedies, including derivative suits; secondary liability; SEC enforcement; RICO; tender offer developments in the legislatures and the courts; going-private transactions; and more.
• Corporate Finance and the Securities Laws (7th edition), by Charles J. Johnson, Jr., Joseph McLaughlin & Anna T. Pinedo (KF1428 .J585; also available online via VitalLaw) This Seventh Edition to Corporate Finance and the Securities Laws, like its previous editions, is about doing deals—transactions in which companies raise funds in the U.S. and international capital markets. We have tried to retain the book's practical orientation, which we believe was responsible for the previous editions' considerable success. We do not intend this book as a complete treatise on the U.S. federal securities laws, nor do we intend it as an investor's or issuer's guide to the capital markets. Rather, we are trying to explain the legal environment in which capital markets transactions take place, just as we are trying to explain the capital markets transactions to which that environment is always trying to adapt.
• Blue Sky Law, by Joseph C. Long, Michael J. Kaufman, and John M. Wunderlich (Westlaw) This treatise discusses an array of topics related to the Blue Sky Law or state regulation of securities transactions, including what is a security, conflicts of law issues, federal preemption, securities and transactional exemptions, civil and criminal liability, and administrative and civil enforcement. It gives you a thorough examination of the authorities that have interpreted law and procedures in the United States, Guam, Puerto Rico, and the U.S. Virgin Islands. This focused discussion is based on the Uniform Securities Act, as amended, which has been adopted in part or in whole in most U.S. jurisdictions.
• Insider Trading: Regulation, Enforcement and Prevention, by Donald C. Langevoort (Westlaw) Use Insider Trading: Regulation, Enforcement, and Prevention to determine which activities constitute insider trading and what the consequences are. Topics discussed include: source of the prohibition against insider trading; evolution of the law; the abstain or disclose obligation of corporate insiders; tipper and tippee liability; material nonpublic information; the misappropriation theory; trading on information regarding a tender offer; and the gray areas of insider trading liability. The appendix includes practical information, such as typical questions and suggested answers regarding insider trading by officers, directors, and employees.
• Advising Private Funds: A Comprehensive Guide to Representing Hedge Funds, Private Equity Funds & Their Advisers, by Nora M. Jordan, Leor Landa, Gregory S. Rowland, and Michael S. Hong (Westlaw) Advising Private Funds provides attorneys and their compliance officers with a comprehensive guide to advising private funds and their advisers. This reader-friendly guide offers practical guidance on a wide spectrum of issues that confront fund managers. It addresses manager compensation and exit strategies, including the sale or public offering by an investment adviser. Chapters cover structuring funds in a tax-efficient manner and in compliance with the U.S. federal securities laws.
• International Securities Regulation, edited by Robert C. Rosen, Sharan S. Ramchandani, and Gordon R. Walker (Westlaw) The first treatise on international securities with English translations of laws and regulations of 30 jurisdictions. Contents encompass the complete range of securities topics, including legal systems, securities regulatory schemes, public securities markets, and those regulations regarding substantive securities matters.

Practice and Study Aids

• Federal Securities Law Reporter (available via VitalLaw) A comprehensive resource covering the federal laws and rules that regulate the issuance and trading of securities, corporate disclosure, insider reporting, broker-dealer requirements and duties, self-regulatory organizations, investment companies, investment advisers, and accountants and attorneys practicing before the Securities and Exchange Commission. The Reporter provides the full text of the Securities Act of 1933, the Securities Exchange Act of 1934, Investment Company Act of 1940, Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002, the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, and other federal securities laws, as well as the regulations and forms of the SEC. It includes explanations that discuss, summarize and coordinate law, rule interpretations and court decisions. It also includes the full text of court opinions deciding issues of federal securities law, all SEC rulemaking releases and other selected SEC releases and no-action letters. The Reporter is organized by act, with SEC rules, CCH explanations, and other materials located among the act sections to which they relate.
• PLI Plus (Practice Law Institute) Provides complete access to Practicing Law Institute's authoritative treatises, course handbooks, legal forms, program transcripts, and answer books. Use the "Browse" tab to sort by practice area (e.g., "Securities and other financial products" => "Enforcement"; then filter for type of resource).
• Bloomberg Law's Securities Practice Portfolio Series Bloomberg's Securities Practice Portfolio Series is a unique library of practice-oriented materials addressing the full range of securities issues and processes. Authored by experienced practitioners, the portfolios combine clear legal analysis with practical guidance, sample documents, and other useful tools to facilitate quick understanding of key issues and risks.
• Securities Regulation in a Nutshell, by Thomas Lee Hazen (KF1440 .R37 2021; also available in the Study Guide Collection) An authoritative summary, it covers the essential background and current status of each major area, while keeping details and citations to a minimum. It discusses the regulations governing public offerings, public companies, exemptions from SEC disclosure requirements, securities broker-dealers, as well as investment companies and investment advisers. It also explores sanctions, civil liabilities, and extraterritorial application. This edition includes recent developments including the Dodd-Frank Act as well as the JOBS Act, including the new crowdfunding and expanded Regulation A exemptions.
• Securities Litigation and Enforcement in a Nutshell, by Margaret V. Sachs, Donna M. Nagy, and Gerald J. Russello (KF1439 .S33 2021; also available in the Study Guide Collection) This Nutshell examines private, SEC, and criminal enforcement of the federal securities laws, with an emphasis on the elements that establish securities fraud, and the doctrinal and practical issues that typically emerge in prosecuting or defending such claims.
• Securities Regulation: Examples & Explanation, by Alan R. Palmiter (available online via Aspen Learning Library) Provides clear introductions to concepts, followed by realistic examples that mirror those presented in the classroom. Use at the beginning and midway through the semester to deepen your understanding through clear explanations, corresponding hypothetical fact patterns, and analysis. Then use to study for finals by reviewing the hypotheticals as well as the structure and reasoning behind the accompanying analysis. Designed to complement your casebook, the trusted Examples & Explanations titles get right to the point in a conversational, often humorous style that helps you learn the material each step of the way and prepare for the exam at the end of the course.
• Understanding Securities Law, by Marc I. Steinberg (KF1440 .S74 2023; also available in the Study Guide Collection) This treatise follows a logical sequence of analysis of a securities issue. The author begins by defining a security and registration exemptions, and then continues through the process for non-exempt transactions. Understanding Securities Law clearly, thoroughly, and concisely addresses the subjects covered in basic Securities Regulation courses, including: the definition of securities exemptions from registration; the registration framework and process; the Sarbanes-Oxley Act; the SEC Securities Act Offering Rules; resales and reorganizations; due diligence; liabilities and remedies; affirmative disclosure duties; insider trading; SEC enforcement; and professional responsibility.

Law Reviews & Scholarly Journals

• ABI/Inform Provides access to articles in over 1,000 academic business, marketing, and management academic journals from 1971 (full-text is available for more than 500 of these publications). Includes over 350 English-language titles from outside the United States.
• Business Source Complete Provides access to articles from over 1,200 business-related academic journals, magazines and trade publications. Business Source Complete also provides indexing and abstracts for a selection of the most important scholarly business journals as far back as 1886.
• EconLit Provides access to articles and other documents related to economics. EconLit also indexes articles in over 450 journals as well as books, book reviews, chapters in books, dissertations and working papers from 1969 to the present.
• Journal of Business & Securities Law (Lexis)
• Securities Regulation Law Journal (Westlaw)
• Social Science Research Network (SSRN) Provides access to new scholarship including working papers in accounting, economics, financial economics, law and management.

The SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) System

Companies (and other entities) required to register with the SEC are required to make disclosure filings with the SEC using its Electronic Data Gathering, Analysis, and Retrieval – a/k/a "EDGAR" – system. These filings contain a wealth of information, both about the companies (or individuals) making the filings and as "real life" examples of drafting in a broad range of situations. For additional information on using EDGAR as a research tool, please see:

• Search Company Filings using the SEC's EDGAR
• SEC's EDGAR Guide - includes information regarding the different types of forms and the information that can be obtained from each form.
• SEC Filings: Forms You Need to Know (from Investopedia.com)

SEC staff from the Divisions of Corporation Finance and Investment Management issue this type of comment letter in connection with their review of disclosure filings. The staff may request that a company provide additional supplemental information so the staff can better understand the company’s disclosure, revise disclosure in a document on file with the SEC, provide additional disclosure in a document on file with the SEC, or provide additional or different disclosure in a future filing with the SEC. There may be several rounds of letters from the SEC staff and responses from the filer until the issues identified in the review are resolved. These letters set forth staff positions and do not constitute an official expression of the SEC’s views. The letters are limited to the specific facts of the filing in question and do not apply to other filings.

Subscription legal research platforms provide more robust searching capabilities:

• Intelligize (limited access available via Lexis)
• Westlaw  (see Practice Areas => Securities Enforcement & Litigation => EDGAR Filings & Disclosures)
• To search for  EDGAR filings , click on "EDGAR Advanced Search"
• To search all SEC materials (e.g., No-Action Letter, Rulemaking Comment Letters, etc.) click on "Search All SEC Resources" in the "Enforcement & Litigation Practice Center."
• An extremely helpful tool is Bloomberg Law's EDGAR Example Searches . If it doesn't already have an example of the search you are trying to construct, you can probably find a similar search and make a few adjustments.

Visit the "Useful Tools" page of this Guide for additional information.

SEC's Enforcement Division

The Division of Enforcement is the "police force" of the SEC. It's job is to gather evidence of possible violations of securities laws and regulations and recommend prosecution when necessary. Civil actions can be brought against regulatory violators in U.S. District Court or as an administrative proceeding with an administrative law judge (ALJ). With respect to possible criminal violations, the Division of Enforcement can recommend that state or federal criminal prosecutors bring charges. ALJ decisions may be appealed to the SEC Commissioners and ultimately to a U.S. Court of Appeals.

SEC Online Resources (public):

• Division of Enforcement - How Investigations Work
• Division of Enforcement's Enforcement Manual
• SEC Action Lookup -- Individuals  (This search feature allows you to look up information about individuals who have been named as defendants in SEC federal court actions or respondents in SEC administrative proceedings.)
• ALJ (Administrative Law Judges) Initial Decisions

Other Enforcement Research Tools & Resources

• Practical Law  (under "Securities Resources") - see various enforcement topics (e.g., SEC Enforcement, Private Securities Litigation, FINRA Enforcement & Atbitration, etc.)
• Securities Reference Library  (under "Reference Materials") - in particular, resources under "Investigations" and "Enforcement & Litigation"
• SEC ALJ Enforcement Analytics  (under "Workflow Tools")
• SEC Admin Enforcement Analytics  (under "Workflow Tools")
• Securities - Federal & International  - Enforcement resources are mostly under the "Federal & International" Practice Area (not the "Securities - All" Practice Area). See "Litigation Materials" and "SEC & CFTC Materials."

If you are trying find SEC regulatory information ( e.g. , information about new or proposed regulations, administrative rulings or other guidance), here are some useful tools you can use.

Bloomberg Law :

• Click in the search bar under "Federal Agency & SRO Materials" to search a variety of SEC and other agency/organization documents. For example, SEC - SEC Guidance & Interpretation .
• Certain SEC Correspondence can be searched if you select "All SEC Materials" and then check off "SEC Staff Letters & Guidance.".
• SEC ALJ Enforcement Analytics  - a new analytical tool for SEC Administrative Law Judge rulings
• SEC Admin Enforcement Analytics - a new analytical tool for initial decisions in SEC enforcement actions

Lexis Intelligize :  

• Laws, Regulations, and Agency Materials
• SEC Filings  (EDGAR by company, document type & other parameters)
• Law Firm Memos  (for quick updates or analysis of regulatory activity)
• In the  Securities Enforcement & Litigation Practice Area , look under "Securities Resources" for Statutes & Court Rules, Regulations, and EDGAR Filings and Disclosures
• Administrative Decisions & Guidance  (under Securities Resources)

Industry, Advocacy, and Self-Regulating Organizations and Associations

There are many non-governmental organizations and associations that help monitor and regulate financial institutions from a variety of perspectives ( e.g. , industry, investor, and consumer).

U.S. Stock Exchanges

• New York Stock Exchange (NYSE)  - The largest stock exchange in the world.
• Nasdaq Stock Market  - The 2nd largest stock exchange in the world.

Other U.S. Organizations

• Financial Industry Regulatory Authority (FINRA) - A self-regulatory organization that governs broker-dealers. FINRA was formed by combining the enforcement divisions of the National Association of Securities Dealers and the New York Stock Exchange into a single organization.
• Municipal Securities Rulemaking Board  - Regulates firms that engage in municipal securities and advisory activities.
• Investment Company Institute  - Represents regulated funds (including mutual funds, exchange-traded funds, etc.) in both the U.S. and globally (through ICI Global ).
• North American Securities Administrators Association (NASAA) - An association of state securities administrators responsible for protecting consumers who purchase either securities or investment advice.
• Securities Investor Protection Corporation (SIPC) - A non-profit organization created to protect investors, especially in the case of a failed or failing investment firm.

International

• European Securities and Markets Authority (ESMA)  - Replaced the Committee of European Securities Regulators (effective January 1, 2011).
• Asia Securities Industry & Financial Markets Association (ASIFMA) - An independent, regional trade association consisting of over 100 leading financial institutions on both the buy & sell sides.
• International Organization of Securities Commissions (IOSCO) - An international organization of world securities regulators.
• World Federation of Exchanges (WFE) - A global industry group for exchanges and clearinghouses around the world. Includes a statistics portal.

Finding Law Firm Memos and More

Law firm often provide overviews of new legal requirements or recent securities-related issues to their clients through firm newsletters or memos. Here are some ways you can find these resources:

Bloomberg Law : 

• After you have run a search, look at the filtering options in the left margin.
• Under "Content Type," click on "Law Firm Research" to view memos written by law firms.
• Law Firm Memos  

Where to Find Non-U.S. Corporate Filings

Below are a number of links that can be used to find corporate filings in non -U.S. jurisdictions. Please note that many of the resources are not offered in English.

Sites aggregating multiple countries are listed further below.

• Canada - System for Electronic Document Analysis and Retrieval (SEDAR)
• Belgium - STorage of Regulated Information (STORI)
• Denmark - Central Business Register (CVR)
• France - Infogreffe
• Germany - Unternehmensregister/Company Register
• Ireland - Companies Registration Office (CRO)
• Italy - Registroimprese
• Japan - Electronic Disclosure for Investors' NETwork (EDINET)
• Netherlands - Kamer van Koophandel (KVK)
• Norway - Brønnøysund Register Centre
• Spain - Comisión Nacional de Mercado de Valores (CNMV)
• Switzerland - Zefix: Central Business Name Index
• United Kingdom - Companies House

Below are some sites that facilitate international corporate research by aggregating national websites/registries.

• Companies House - Links to Overseas Registries The U.K,'s Registrar of Companies (Companies House) offers as a service links to company registries around the world, organized by region (not comprehensive).
• Institute of Chartered Accountants in England and Wales (ICAEW) Company Information Sources by Jurisdiction Although its coverage is not comprehensive, it provides a rough guide to key sources of information on companies registered and/or operating in particular countries and territories.
• European-Justice (E-Justice) Business Registers The business registers of all EU countries have been interconnected and become searchable.

Databases for International Company Research

• Capital IQ Access to detailed information on corporations worldwide, including many screening capabilities.
• Emerging Markets Information Service (EMIS) Professional Multilingual collection of news and information sources about the emerging markets of selected countries in Latin America, Europe, Asia, the Middle East, and North Africa.
• Orbis A global company database that provides extensive data about a company (including many privately-held companies).

Keep Up with the Latest Securities-Related Developments

• What's New on the SEC Website A daily list of the most recent items posted to the SEC's website. Includes links to the most recent company filings, proposed rules, and updates on enforcement actions. NOTE: This page stopped updating; content is now available as an RSS feed.
• SEC Press Releases Official announcements highlighting recent actions taken by the SEC and other newsworthy information.
• Bloomberg Law's Securities Law News Daily update of Securities Law developments and legal insights.
• Law360 - Securities (Lexis) Daily online legal newsletter focusing on securities litigation, white-color crime, and corporate governance. (Select the "Securities" newsletter/tab at the top.)
• Westlaw Securities Enforcement & Litigation Daily Briefing Provides up-to-the minute information on developments in the Securities Enforcement & Litigation areas.
• Review of Securities & Commodities Regulation (KF1432 .R48) Provides analyses of current laws and regulations affecting the securities and futures industries.
• Newspapers The Wall Street Journal and the New York Times's Business Section contain extensive coverage of securities regulation issues, including proposed rules, investigations, and litigation. The Financial Times is a great resource for international securities matters. Follow the link above to see how HLS affiliates can subscribe to these newspapers (and others).
• The CLS Blue Sky Blog A blog from Columbia Law School (CLS), focusing on corporate governance, financial regulation, restructuring, antitrust, and other kindred topics.

Sources of Data

In addition to using the  Bloomberg Law , Westlaw , and Lexis's Intelligize  research platforms, there are a variety of other databases for corporate, and finance-related data. For more information, check out:

• The Library's Research Guide on Statistical and Data-Related Resources  (section on "Business, Corporate, Finance, and Market Data")
• Baker Library Databases
• Baker Library's collection of Fast Answers (a FAQ)

Also check out the information and links below.

• Bloomberg Terminal A Bloomberg Terminal, providing hard financial data, is located in the Research Room (Room #353, located near the Reference Area on the 3rd floor of the Library). Please note you will need to create a separate Bloomberg Terminal account using your HLS email.
• Capital IQ Data on public and private companies, investment firms, capital transactions, and people. Provides sophisticated retrieval and personalization tools to create numerous reports.
• Global Financial Data (GFD) A comprehensive economic and financial time-series database covering 150 countries and 6,500 different data series. GFD includes data on stock markets from 1690, exchange rates from 1590, interest rates from 1700, commodities from 1500, and inflation from 1264. If you don't want to create an account, you can log in anonymously for more limited data access.
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A systematic review of fundamental and technical analysis of stock market predictions

• Published: 20 August 2019
• Volume 53 , pages 3007–3057, ( 2020 )

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• Isaac Kofi Nti   ORCID: orcid.org/0000-0001-9257-4295 1 , 2 ,
• Adebayo Felix Adekoya   ORCID: orcid.org/0000-0002-5029-2393 2 &
• Benjamin Asubam Weyori   ORCID: orcid.org/0000-0001-5422-4251 2  

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The stock market is a key pivot in every growing and thriving economy, and every investment in the market is aimed at maximising profit and minimising associated risk. As a result, numerous studies have been conducted on the stock-market prediction using technical or fundamental analysis through various soft-computing techniques and algorithms. This study attempted to undertake a systematic and critical review of about one hundred and twenty-two (122) pertinent research works reported in academic journals over 11 years (2007–2018) in the area of stock market prediction using machine learning. The various techniques identified from these reports were clustered into three categories, namely technical, fundamental, and combined analyses. The grouping was done based on the following criteria: the nature of a dataset and the number of data sources used, the data timeframe, the machine learning algorithms used, machine learning task, used accuracy and error metrics and software packages used for modelling. The results revealed that 66% of documents reviewed were based on technical analysis; whiles 23% and 11% were based on fundamental analysis and combined analyses, respectively. Concerning the number of data source, 89.34% of documents reviewed, used single sources; whiles 8.2% and 2.46% used two and three sources respectively. Support vector machine and artificial neural network were found to be the most used machine learning algorithms for stock market prediction.

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Nti, I.K., Adekoya, A.F. & Weyori, B.A. A systematic review of fundamental and technical analysis of stock market predictions. Artif Intell Rev 53 , 3007–3057 (2020). https://doi.org/10.1007/s10462-019-09754-z

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Securities Law

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I. Introduction

A security is "[a]n instrument that evidences the holder’s ownership rights in a firm ( e.g. , a stock), the holder's creditor relationship with a firm or government ( e.g. , a bond), or the holder's other rights ( e.g. , an option)." Black’s Law Dictionary , 10th ed.  While that definition seems relatively straightforward, securities law has been called "tricky…a puzzle" ( Soderquist on the Securities Laws ) and "abstruse, complicated, and described by arcane technical jargon" ( Specialized Legal Research ).

The purpose of this guide is to help researchers navigate this complex area of law by identifying helpful print and online sources for securities law research available through the Goodson Law Library. These materials include key primary sources, secondary sources, collections of legislative history documents, and tools for searching securities filings. The main focus of this guide is federal securities law, but information about selected primary and secondary sources for state securities law (" Blue Sky " law) research appears in section VI .

A. Key Federal Securities Laws

Several New Deal era securities acts passed in response to the 1929 stock market crash established the statutory framework of federal securities law, which (as amended) still operates today. Researchers will find, therefore, that secondary sources and collections of primary sources are often organized by the act to which they relate. As outlined in many treatises, these key federal securities laws include the following acts:

• the Securities Act of 1933 (also known as the "1933 Act," the "33 Act," or the "Securities Act"), ch. 38, 48 Stat. 74 (codified as amended at 15 U.S.C. §§ 77a et seq.);
• the Securities Exchange Act of 1934 (also known as the "1934 Act," the "34 Act," or the "Exchange Act"), ch. 404, 48 Stat. 881 (codified as amended at 15 U.S.C. §§ 78a et seq.);
• the Trust Indenture Act of 1939 , ch. 411, 53 Stat. 1149 (codified as amended at 15 U.S.C. §§ 77aaa et seq.);
• the Investment Company Act of 1940 , ch. 686, Title I, 54 Stat. 789 (codified as amended at 15 U.S.C. §§ 80a-1 et seq.; and
• the Investment Advisers Act of 1940 , ch. 686, Title II, 54 Stat 847 (codified as amended at 15 U.S.C. §§ 80b-1 et seq.).

More recently, federal securities law has been significantly affected by laws passed in response to the accounting and financial scandals of the early 2000s and the financial crisis of 2008, including:

• the Sarbanes-Oxley Act of 2002 , Pub. L. No. 107-204, 116 Stat. 745;
•   the Dodd-Frank Wall Street Reform and Consumer Protection Act , Pub. L. No. 111-203, 124 Stat. 1376 (2010); and
• the Jumpstart Our Business Startups (“JOBS”) Act , Pub. L. No. 112-106, 126 Stat. 306 (2012).

B. Online Collections of Securities Law Materials

Bloomberg Law , LexisNexis , and Thomson Reuters Westlaw all offer comprehensive securities practice pages, which are convenient starting places for securities law research. These practice pages collect both primary and secondary sources.

• On Bloomberg Law , the Securities Practice Center includes federal and state statutes and regulations, other administrative materials from the Securities and Exchange Commission and the Commodity Futures Trading Commission, materials from exchanges and self-regulatory organizations, EDGAR filings, newsletters, and treatises. Cross-Reference Tables available in this practice center facilitate retrieval of known securities statutes, rules, and other administrative materials.
• On Lexis Advance , the Securities Law practice area includes state and federal statutes and regulations, other administrative materials, forms, treatises, and newsletters. Lexis Practice Advisor (accessible under the tiles to the left of the Lexis Advance Research button) offers a transactional view of federal and state securities materials in its Capital Markets & Corporate Governance practice area. After a user selects a particular type of transaction ( e.g. , initial public offerings), relevant primary and secondary sources are presented.
• On Westlaw , extensive collections of primary and secondary sources can be found in both the Capital Markets and Securities Enforcement & Litigation practice areas. The secondary sources include many Commerce Clearing House publications, notably  the Federal Securities Law Reporter , which reproduces the key securities acts and collects cases, regulations, releases, no-action letters, and editorial commentary, all arranged by the act to which they relate. Also available here is a collection of handbooks and treatises from West's Securities Law Series . In addition, practice aids (like checklists and forms) and summaries of recent securities laws can be found under "Capital Markets & Corporate Governance" in Practical Law .  Finally, SEC filings can easily be searched in their entirety or by section or exhibit in the Business Law Center .

II. Secondary Sources

Due to the complex nature of securities law, researchers may find it helpful to begin with some of the many available secondary sources. Secondary sources include dictionaries and glossaries, introductory works, treatises, scholarly journals, newsletters, and websites and blogs.

A. Reference Works

The following dictionaries and glossaries can help researchers better understand legal, accounting, business, finance, and investment terms.

Erik Banks, The Palgrave Macmillan Dictionary of Finance, Investment, and Banking (Reference HG151 .B2698 2010). This dictionary explains the formal terminology of finance, as well as colloquialisms and acronyms, including both U.S. and foreign terms.

John Downes, Dictionary of Finance and Investment Terms , 9th ed. (Reference HG151 .D69 2014). This dictionary covers stocks and bonds, banking, economics, real estate, corporate finance, tax, and mutual funds, including many terms resulting from the recent financial crisis. Abbreviations and acronyms are spelled out in an appendix.

Jack P. Friedman, Dictionary of Business and Economics Terms , 5th ed. (Reference HF1001 .F78 2012). This dictionary defines terms used in accounting, taxation, business, marketing, real estate, and statistics, among other topics. Abbreviations and acronyms are spelled out in an appendix.

Campbell R. Harvey, Hypertextual Finance Glossary . Created by a Fuqua School of Business professor, this glossary defines thousands of finance and investing terms and acronyms. Also available as an iPad/iPhone app called Harvey's Financial Glossary Plus .

Michael Singer, The Pocket MBA: Everything an Attorney Needs to Know about Finance (vols. 1-3 in one volume at KF1428 .A68 S55 2005). A collection of finance and accounting terms for attorneys compiled from a weekly newsletter of the same name. Each term is briefly defined, and its real-world usage is then explained in plain English (and often in a lighthearted tone). Materials from Practising Law Institute continuing legal education sessions are reproduced in appendices.

Practical Law Glossary (on Westlaw ; found under "Additional Resources" in the right-hand column on any Practical Law screen). This glossary provides straightforward, plain-English explanations of legal, business, and banking/finance terms and jargon. Many entries explain the business context of the defined terms and include links to more detailed practice notes where available.

B. Books and Treatises

1. Introductory Works

Study guides outline the basics of securities law concisely. Study guides in the law library’s collection that have been updated since the enactment of the Dodd-Frank Act include Larry D. Soderquist & Theresa A. Gabaldon, Securities Law , 5th ed. (Reserves KF 1440 .S64 2014) and Marc I. Steinberg, Understanding Securities Law , 7th ed. (Reserves KF1440 .S74 2018).

Beyond study guides, the following introductory works provide a more detailed overview of securities law or explain the various types of securities law primary sources and are therefore good starting places for researchers new to securities law:

James D. Cox et al., Securities Regulation: Cases and Materials , 8th ed. (Reserves KF1439 .C69 2017). The eighth edition of Professor Cox's "sophisticated yet not intimidating" casebook covers the 1933 and 1934 Acts in detail, as well as the Investment Advisers and Investment Company Acts of 1940, and has been updated to include the Dodd-Frank, JOBS, and FAST Acts. From a research perspective, Chapter 1 is particularly helpful because it explains the statutory and administrative framework of federal securities regulation, the interplay between federal and state securities laws, and the role of self-regulatory organizations.

Thomas Lee Hazen, The Law of Securities Regulation , 7th ed. (Reserves KF1439 .H39 2017). This Hornbook is an abridgement of Professor Hazen's comprehensive treatise on securities regulation (described below).

Louis Loss et al., Fundamentals of Securities Regulation , 7th ed. (Ford KF1439 .L68 2018). A two-volume distillation of Loss and Seligman's comprehensive treatise on securities regulation (described below).

Jerry W. Markham and Rigers Gjyshi, eds., Research Handbook on Securities Regulation in the United States (KF1439 .R47 2014 and online ). Part of the Research Handbooks in Financial Law series, this work is intended to "provide a broad overview of the federal securities laws” and to provide “ready access to the scope of the federal securities laws, while also providing the reader with the basic information needed to understand their reach." It covers the operation and structure of the SEC, several of the key securities acts, and international regulation of financial instruments, among other topics.

Kay Moller Todd, "Securities Regulation," Chapter 1 of Specialized Legal Research (Penny A. Hazelton ed.) (Ref Desk KF240 .S642). This chapter, updated through 2015, offers an excellent explanation of some of the challenges inherent in securities law research and provides several helpful tables of rule and release designations and concordances of SEC rules, forms, and schedules. 

2. Comprehensive Treatises

Several multi-volume scholarly treatises examine securities law comprehensively, addressing the key securities statutes and topics such as types of securities, registration, disclosure, fraud, securities markets, and the operation of the SEC. The two leading scholarly treatises on securities law are UNC professor Thomas Lee Hazen's Treatise on the Law of Securities Regulation , 7th ed. (KF1439 .H39 2016 and on Westlaw ), which is organized by act, and Louis Loss's Securities Regulation , 5th ed. (KF1070 .L68 2014). The fifth edition of this classic, commonly known as Loss & Seligman , is gradually replacing the fourth edition.

Two treatises, both available on Lexis Advance , cover the 1933 and 1934 Acts in detail: Federal Securities Act of 1933 , rev. ed., and Federal Securities Exchange Act of 1934 , rev. ed. (A.A. Sommer, Jr., former SEC commissioner, general ed.). Appendices include sample documents and official forms, timelines, and cross-reference charts. The library's print copy of these treatises (KF1366 .B87) is no longer updated, but the "Primary Source Manual" volumes are still useful for legislative history research.

A.A. Sommer, Jr., Securities Primary Law Sourcebook (on Lexis Advance ) is a companion to the 1933 and 1934 Act treatises. As its title suggests, this work reproduces the text of many key primary sources, such as the Securities Act, the Exchange Act, the Trust Indenture Act, and the Securities Investor Protection Act; rules, forms, and other materials from the SEC; and legislative history materials.

3. Narrower Works

Other treatises focus on recent statutes, current developments, or narrower issues in securities law. Examples of the wide variety of available securities law treatises include:

Alan R. Bromberg and Lewis D. Lowenfels, Bromberg & Lowenfels on Securities Fraud & Commodities Fraud , 2d ed. (KF1070 .B762 and on Westlaw ). This multi-volume work is the leading treatise on securities fraud. It provides a detailed analysis of anti-fraud statutes and rules, with an emphasis on Rule 10b-5, as well as practical suggestions for handling securities fraud investigations and litigation. Part 1 explains the authority of pronouncements of the SEC and the Commodity Futures Trading Commission. Appendices include the text of Rule 10b-5 and other anti-fraud provisions and session law-to-U.S.C.A. conversion tables.

BNA Securities Practice Portfolio Series (on Bloomberg Law ). Written by and for practitioners, this collection of treatises in portfolio format covers narrow topics in seven categories: capital formation, corporate practice, derivatives and commodities, enforcement and litigation, investment management regulation, mergers and takeovers, and trading and markets regulation. In addition to detailed analysis, portfolios include practice tools like sample documents and checklists, charts of state and federal statutes, and bibliographies. Securities law researchers may also find useful materials in the BNA Corporate Practice Portfolio Series , also available on Bloomberg Law .

Dodd-Frank Wall Street Reform and Consumer Protection Act: Law, Explanation and Analysis (KF974 .D63 2010). This volume explains the Dodd-Frank Act section by section. Tables indicate the effective date and subject of each section and list existing banking and securities laws amended or repealed by Dodd-Frank. Selected legislative history materials are also included.

Clifford E. Kirsch, ed., Broker-Dealer Regulation , 2d ed. (KF1071 .B762). This four volume treatise is intended "to present the regulatory framework applying to broker-dealers in practical and reader-friendly terms" with an emphasis on issues of interest to broker-dealer lawyers and compliance staff. The treatise describes the requirements of the 1934 Act, federal regulations, the rules of self-regulatory organizations (especially FINRA), and Blue Sky laws.

Thomas P. Lemke et al., Regulation of Investment Companies , rev. ed. (on Lexis Advance ). A comprehensive guide to the regulation of mutual funds and other types of investment companies under the Investment Company Act of 1940 and other federal statutes, as well as SEC and FINRA rules. The work is arranged in three main parts, including a detailed discussion of the regulation of investment companies under the Investment Company Act, mutual fund advertising requirements, and miscellaneous topics ( e.g. , exchange-traded funds).

Thomas P. Lemke and Gerald T. Lins, Regulation of Investment Advisers (on Westlaw ). Part of West's Securities Law Handbook Series (described below), this handbook "is a basic guide to the registration, regulation, and compliance requirements imposed on advisers at the federal level by the Investment Advisers Act of 1940." It also addresses the requirements of ERISA and federal banking and commodities law, as well as state law.

Practising Law Institute, The SEC Speaks in… (KF1440 .S42). The SEC Speaks is the course handbook from an annual continuing legal education session at which representatives of the Commission discuss its current initiatives and priorities for the coming year, as well as recent legislative, regulatory, and judicial developments.

Marc I. Steinberg, Attorney Liability after Sarbanes-Oxley (KF313 .S738, on Lexis Advance , and online ). This treatise explains the "up-the-ladder" reporting requirements of the Sarbanes-Oxley Act and its associated rules and other federal and state laws affecting corporate and securities lawyers. It also provides advice for attorneys dealing with internal investigations, whistleblower complaints under Sarbanes-Oxley and Dodd-Frank, and conflicts of interest.

West’s Securities Law Series and Securities Law Handbook Series (available in print at various call numbers and on Westlaw ). A collection of more than fifty volumes on a variety of securities-related topics.  Looseleaf volumes provide comprehensive treatment of topics, while softbound handbooks focus on narrower issues. Examples include Securities Law Handbook , Regulation of Financial Planners , Insider Trading: Regulation, Enforcement, and Prevention , Limited Offering Exemptions , and Securities Crimes .

Steven Wolowitz, et al. eds., Securities Investigations: Internal, Civil and Criminal , 2d ed. (KF 1440 .S45372). This book addresses securities enforcement under state and federal statutes and the rules of self-regulatory organizations and provides practical advice for attorneys handling investigations by the SEC, the Department of Justice, and FINRA. Several chapters also cover the nuances of handling internal investigations. Internationally, cross-border regulation and anti-bribery statutes are addressed.

These examples are meant to illustrate the wealth of secondary sources available to securities law researchers. Many more treatises and handbooks can be found through the securities law practice pages on Bloomberg Law, Lexis Advance, and Westlaw (described in part I.B. above) and can be located by subject through the Goodson Law Library's online catalog . Some helpful catalog subject headings include:

• Going public (Securities) -- United States
• Investment Advisors -- Legal status, laws, etc. -- United States
• Privately placed securities -- United States
• Securities -- United States
• Securities fraud -- United States
• Stock Brokers -- Legal status, laws, etc. -- United States
• Venture capital -- Law and legislation -- United States

Researchers can also search the library catalog by the names of key securities acts, such as Sarbanes-Oxley Act of 2002 or Dodd-Frank Act Wall Street Reform and Consumer Protection Act .

C. Periodicals

1. Scholarly Journals

Many general law journals ( e.g. , Duke Law Journal ) publish articles and student notes and comments on securities law issues. In addition, several law journals focus specifically on business law topics, including securities law.

Business Lawyer (recent issues in Periodicals; on HeinOnline , Lexis Advance , Westlaw ). This peer-reviewed journal published quarterly by the American Bar Association Section of Business Law includes articles on a variety of corporate and business law topics, including securities law, corporate governance, bankruptcy, and the Uniform Commercial Code. Issues include scholarly articles, reports of ABA committees and subcommittees, and surveys of current law.

Fordham Journal of Corporate & Financial Law (on Bloomberg Law , HeinOnline , Lexis Advance , Westlaw , and at the journal’s website ). This student-edited business law journal "examines current issues at the intersection of business and the law," and covers financial, securities, banking, bankruptcy, and tax law. In addition to articles, essays, student notes/comments, and symposia, it publishes the text of the annual A.A. Sommer, Jr. Lecture on Corporate, Securities & Financial Law.

Journal of Business & Securities Law (vols. 6-13 in Periodicals; on HeinOnline , Lexis Advance , Westlaw , and at the journal’s website ). A student-edited journal from Michigan State University of College of Law "dedicated to the advancement of legal scholarship in the business and securities law areas." Examples of topics covered include securities regulation, commercial transactions, and e-commerce.

2. Newsletters

Newsletters can help researchers stay on top of current developments in securities law. Examples include:

Emerging Securities Litigation: Mealey’s (on Lexis Advance ). A monthly newsletter reporting on current civil and criminal cases on securities law issues such as fraud, shareholder class actions, whistleblowing, and accountant liability. Selected pleadings are reproduced in the companion Emerging Securities Pleadings (also on Lexis Advance).

Insights: The Corporate & Securities Law Advisor (available in Business Source Complete, which can be found through the " More Research Databases " link on the library’s web page). A monthly practitioner-oriented newsletter covering developments in state, federal, and international corporate and securities law.

Securities Law News (on Bloomberg Law ). Daily coverage of current developments in federal and state securities law including enforcement, litigation, regulatory and legislative action, and industry news.

Securities Regulation Law Journal (in Periodicals and on Westlaw ). This quarterly journal covers "significant trends in legislative, judicial, and regulatory activity" in securities law.

Westlaw Journal Securities Litigation & Regulation (f.k.a. Andrews Securities Litigation and Regulation Reporter ) (on Westlaw ). A biweekly newsletter covering noteworthy state and federal securities cases, including shareholder suits, SEC enforcement actions, and criminal proceedings, as well as new legislation and regulations. Selected case filings are reproduced at the end of each issue.

D. Websites and Blogs

Securities and business law websites and blogs offer researchers news, analysis of recent developments in securities regulation, and links to additional primary and secondary sources. Examples include:

Investopedia . Investopedia is a website intended to educate investors. It includes sections on investing, markets, and personal finance, as well as videos, tutorials, and a stock market simulator. Particularly useful to researchers is its dictionary, which includes about 1,250 investing, business, and finance terms.

Jim Hamilton's World of Securities Regulation . This blog, started by the principal analyst for securities law at Wolters Kluwer, offers commentary on state, federal, and international regulation of securities and "seeks to highlight issues of particular importance to securities lawyers and their clients, and to encourage a dialogue, with emphasis on SEC rulemaking, industry trends, and the many curiosities that inhabit this world." 

New York Times DealBook . This website, associated with the business section of The New York Times , provides news and analysis in the areas of mergers and acquisitions, investment banking, private equity, hedge funds, I.P.O./offerings, venture capital, and legal/regulatory.

Researching the Federal Securities Laws through the SEC Website . This plain-English research guide for investors and other members of the public explains and provides links to key securities statutes and SEC materials.

SEC Actions . This blog by attorney Thomas Gorman provides commentary on SEC investigations, civil and criminal enforcement actions, class actions, and internal investigations. It also includes a weekly roundup of securities litigation news.

Securities and Exchange Commission Historical Society . Described as a "virtual museum and archive," this free site is dedicated to sharing, preserving, and advancing knowledge of the history of financial regulation. It includes a timeline of regulatory developments, galleries of materials on specific topics, papers, broadcast programs, oral histories, and collections of photos, film, television, and radio. 

Wall Street Journal MoneyBeat . This blog from The Wall Street Journal covers markets (stocks, commodities, credit, and currencies), deals, banks, private equity, hedge funds, and bankruptcy.

III. Primary Sources

Primary sources of federal securities law include statutes, regulations and other administrative materials coming from the U.S. Securities and Exchange Commission (the “SEC” or “Commission”), cases, and materials of self-regulatory and standards-setting organizations.

A. Statutes

Current versions of all of the key federal securities laws described in Part I.A. above are codified in the United States Code , mostly in Title 15. In print, official and unofficial versions of the Code ( U.S.C. , U.S.C.A. , and U.S.C.S. ) are shelved in the William F. Stevens Federal Area. Securities laws are also reproduced selectively in many treatises and in annual pamphlet editions like Securities Regulation: Selected Statutes, Rules and Forms (KF 1439 .C692/.H391, current edition on Reserve, earlier editions on level 2).

Online, unannotated versions of these laws are available free in the U.S. Code in the GPO's govinfo.gov and in the Securities Lawyer's Deskbook , published by the University of Cincinnati College of Law.

The U.S.C.S. and U.S.C.A. are available online on Lexis Advance and Westlaw , respectively. (The version of the U.S.C. on Bloomberg Law is unannotated, but can be supplemented with citations to cases through the "Smart Code" button.) Each service also provides narrower databases containing only securities laws, accessible through the securities practice pages described in Part I.B. above.

Researchers will find that securities lawyers usually refer to the section numbers of the principal securities acts ( i.e. , to session law sections, as amended), rather than the corresponding U.S. Code sections. For example, they may refer to "section 10(b) of the Exchange Act," instead of 15 U.S.C. § 78j(b).  These references can easily be converted to current U.S. Code cites through the use of Popular Name Tables in the official and unofficial versions of the U.S. Code and through conversion tables available in many securities law treatises. In addition, Bloomberg Law's Cross-Reference Tables in the Securities Practice Center allows users to retrieve current sections of the U.S. Code by their principal securities act citations, as well as associated rules and interpretive releases.

B. Administrative Materials

The SEC was established via section 4 of the Exchange Act, and its mission is to "protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation." Information about the creation and organization of the Commission and summaries of key securities statutes are available at the SEC's website .

In the process of administering, interpreting, and enforcing the federal securities laws, the Commission issues several types of formal and informal administrative materials, including regulations, no-action letters, and decisions, among others. Some of these administrative materials have the force of law, while others have only persuasive authority (but are frequently relied upon by securities lawyers nevertheless). A helpful explanation of the official and functional authority of each of these types of administrative materials can be found in “Approaching Securities Law,” Chapter 1 of Soderquist on the Securities Laws , 5th ed. (KF1440 .S623).

Many of these administrative materials are available at the SEC's website (mostly mid-1990s to the present) and more comprehensively through fee-based services. Bloomberg Law ' s collection of SEC materials is particularly robust. Within its Securities Practice Center , several types of administrative materials can be found under "Securities Home" > "Agency Materials" > "All SEC Resources."

1. Regulations

The Commission's proposed and final regulations are published in rule releases , which explain the rules in detail. The SEC also sometimes issues concept releases , which describe concepts on which the SEC seeks public input before rulemaking. The numbering of releases reflects the acts to which they relate. For example, rule releases relating to the 1933 Act begin with the prefix 33-. Releases that pertain to more than one act will have separate release numbers for each act.

Rule releases are officially published in the Federal Register , which is available free through govinfo.gov and on commercial services like Bloomberg Law , HeinOnline , Lexis Advance , and Westlaw .

The SEC's final, codified regulations are published annually in Title 17 of the Code of Federal Regulations . Within Title 17, regulations corresponding to the various securities laws appear in separate parts. For example, Securities Act regulations are generally found in 17 C.F.R. Part 230, while Exchange Act regulations are found in 17 C.F.R. Part 240. Within those parts, the C.F.R. section numbering reflects the rule numbers ( e.g. , Exchange Act Rule 10b-5 is codified at 17 C.F.R. § 240.10b-5).

A note about terminology: as explained further in Chapter 1 of Specialized Legal Research (Ref Desk KF240 .S642), researchers may encounter two terminology challenges in securities regulation. First, securities lawyers often refer to securities rules without reference to official C.F.R cites ( e.g. , "Rule 10b-5" or "Regulation A"). Second, in many areas of law, the words "rule" and "regulation" are used interchangeably, but in securities regulation, individual sections are often called "rules," while some collections of related rules or "items" are called "regulations." Tables in Specialized Legal Research address both challenges. A "Concordance of SEC Rules," which states the rule number, the act or subject to which it pertains, the regulation, and its C.F.R. cite can be found in Appendix 1-1, and a “Concordance of SEC Forms and Schedules,” which states the form or schedule, the act to which it relates, and its C.F.R. cite  can be found in Appendix 1-2.

The C.F.R. is available in print in the Stevens Federal Area, and selected securities rules can be found in annual softbound pamphlet editions like Securities Regulation: Selected Statutes, Rules and Forms (KF1439 .C692/.H391). Online, the C.F.R. is available free on govinfo.gov (only as up-to-date as the print version) and in the e-CFR (an unofficial, but frequently updated version, available at www.ecfr.gov ). Selected securities regulations are also available in the Securities Lawyer’s Deskbook .

Commercial sources of the entire C.F.R. include Bloomberg Law , HeinOnline , Lexis Advance , and Westlaw . In addition, Bloomberg Law , Lexis Advance , and Westlaw provide narrower databases containing only securities regulations, accessible through the securities practice pages described in Part I.B. above.

2. Other Releases

Releases document much of the SEC's regulatory and other activity. In addition to the rule and concept releases described above, the Commission and its divisions issue releases announcing policies and stating interpretations of statutes and rules, as well as releases concerning investigations, administrative proceedings, and lawsuits. A chart of all of the series of releases, along with their designations ( e.g. , AAER- for Accounting and Auditing Enforcement releases), can be found at Table 1-2 of Specialized Legal Research (Ref Desk KF240 .S642).

Releases from the mid-1990s-present can generally be found at the SEC's website (in different places, depending on the division issuing the release), and many releases are published in the Federal Register . Releases are also available more comprehensively in the following specialized sources:

• Rule and enforcement releases were published in the SEC Docket . A weekly print compilation of releases from 1973-2013, the SEC Docket became an online-only publication as of July 1, 2013, and ceased publication as of June 1, 2018. It is available at the Commission's website (2013-2018) and on HeinOnline (in PDF, 1973-2017; 2018 indexing only), LLMC Digital (in PDF, 1973-1981), and Westlaw (2004-2018).
• On Bloomberg Law , rule and litigation releases can be found in the Securities Practice Center under "Securities Home" > "Agency Materials" > All SEC Resources."
• Lexis Advance contains "SEC Decisions, Orders & Releases" (1933-present) and "SEC Litigation Releases" (1942-present).
• On Westlaw , releases can be found under "Administrative Decisions & Guidance" (1933-present) in the Capital Markets and Securities Enforcement & Litigation practice areas, and selected releases are reproduced in the Federal Securities Law Reporter .

3. Staff Interpretations/Informal Guidance

SEC staff interpretations and bulletins are intended to provide guidance on accounting and legal matters. This informal guidance is not legally binding, but securities lawyers routinely consult these materials because they represent the views of Commission staff on provisions of law and rules or on proposed transactions. The guidance takes a variety of forms, and many of these materials can be found the web pages of the various divisions of the Commission and on fee-based services. Examples include:

• Compliance and Disclosure Interpretations ("C&DIs") are issued by the staff of the Division of Corporation Finance and are available online and in the "SEC Guidance CDInt" database on Lexis Advance. On Bloomberg Law , they can be found in the Securities Practice Center > Corporate Finance > Agency & SRO Materials > SEC Staff FAQ and Compliance & Disclosure Interpretations.
• Selected no-action, interpretive, and exemptive letters are found in the Federal Securities Law Reporter (on Westlaw ), and at the SEC's website (availability varies by the SEC division issuing the letter). More comprehensive collections of letters are available on commercial services. Bloomberg Law 's collection goes back to 1963 and its advanced search functionality for no-action letters is particularly refined, allowing searches by company/requestor, act section or rule number, topic, key words, law firm, and date.
• Staff accounting bulletins "reflect the Commission staff’s views regarding accounting-related disclosure practices" and are available online and in their own database on Bloomberg Law (under "SEC Staff Letters & Guidance"). They can be found on Lexis Advance and Westlaw by searching within releases databases or the Federal Register .
• Staff legal bulletins , described as "super no-action letters" reflect the Commission staff's views "regarding various aspects of the federal securities laws and SEC regulations" and are available online and in their own database on Bloomberg Law (under "SEC Staff Letters & Guidance"). They can be found on Lexis Advance and Westlaw by searching within releases databases or the Federal Register .
• Originally developed as an SEC staff training tool, the Manual of Publicly Available Telephone Interpretations includes responses to telephone inquiries to the Division of Corporate Finance (from 1997-2004) regarding the statutes and regulations it administers. It is available online and on Bloomberg Law , Lexis Advance , and Westlaw .

4. Administrative Law Judge & Commission Decisions

Decisions from SEC administrative proceedings include initial decisions and orders of administrative law judges, which are appealable to the Commission itself. (Decisions of the Commission are then appealable to U.S. Courts of Appeals.) ALJ and Commission decisions are announced in releases and are available in a variety of other sources:

• Commission decisions are officially published in the United States Securities and Exchange Commission Decisions and Reports . This reporter includes a table at the beginning of each volume identifying the main securities statute and specific statutory section at issue in each case. It is available in print (Documents SE 1.11) and online on HeinOnline , HathiTrust Digital Library , and LLMC Digital .
• The SEC's website includes ALJ Initial Decisions (1960-present), ALJ Orders (1996-present), Commission Opinions and Adjudicatory Orders (1996-present), and selected Accounting and Auditing Enforcement Releases (1999-present). Pleadings from administrative proceedings are also available.   
• Decisions are summarized or reprinted in the Federal Securities Law Reporter (on Westlaw ).
• ALJ and Commission decisions are also available in separate databases on Bloomberg Law and as releases on Lexis Advance and Westlaw (see Other releases, above).

5. Annual Reports of the SEC

The Commission’s annual reports to Congress from 1935 to the present are available online and in print from 1935-1989 (Documents SE 1.1). These reports include discussion of the Commission's activities, statistical data, and information about the Commission’s organizational structure and resources. Additional factual information and data about the SEC can be found online . For current SEC news, see the "What’s New" feature on the SEC's website.

Federal civil and criminal securities cases can be found in print and online in standard federal case reporters (e.g., Federal Supplement , Federal Reporter ). Online, federal securities cases are also available in securities-specific databases, which are accessible through the securities practice pages of Bloomberg Law , Lexis Advance , and Westlaw described in Part I.B. above.

A notable specialized source of securities cases is Commerce Clearing House's Federal Securities Law Reporter , available in print (but updated only through 2006 in the Superseded Looseleaf collection) and online on Westlaw . In addition, the Securities Regulation & Law Report (a reporter/newsletter on Bloomberg Law ), summarizes and provides links to the full text of recent decisions and pleadings.

The SEC's litigation releases on civil cases brought by the Commission in federal court, amicus briefs, and appellate briefs can all be found online .

D. Materials of Self-Regulatory Organizations and Standards-Setting Organizations

Securities regulation also includes the pronouncements of self-regulatory organizations ("SROs"), which operate under the supervision of the SEC, and standards-setting organizations. The standards and some of the other administrative materials ( e.g. , guidance and disciplinary records) of these organizations are available at their websites:

• The Financial Accounting Standards Board ("FASB") establishes "standards of financial accounting that govern the preparation of financial reports by nongovernmental agencies." Users can register for free basic access to the FASB Accounting Standards Codification at the FASB's website .
• The Financial Industry Regulatory Authority ("FINRA") is an SRO that regulates and examines brokerage firms, brokers, and broker-dealers. Its rules and other guidance are available online .
• The Municipal Securities Rulemaking Board ("MSRB") is an SRO that regulates "municipal securities firms, banks, and municipal advisors that engage in municipal securities and advisory activities." Its rules and other guidance are available online .
• The National Futures Association ("NFA") is the SRO of the U.S. derivatives industry. Its manual is available online .
• The Public Company Accounting Oversight Board ("PCAOB") oversees the audits of public companies and broker-dealers. Its standards are available online .
• Proposed rules and rule changes submitted by SROs to the SEC are available at the SEC website .

Collections of these organizations’ materials are typically more comprehensive and easily searchable on fee-based services.

• Bloomberg Law includes rules, bylaws, guidance, disciplinary actions, and manuals of exchanges, other self-regulatory organizations, and standards-setting organizations, such as FINRA, PCAOB, NFA, and MSRB, as well as the NYSE, NASDAQ, and many other exchanges. These materials are available in the Securities Practice Center under Trading & Markets > Agency & SRO Materials.
• Lexis Advance provides databases of standards/rules, notices, arbitration awards, and disciplinary decisions from organizations like FINRA, NYSE, NASDAQ, NFA, and PCAOB under "All Securities Law Administrative Materials." On Lexis Practice Advisor , notices from FINRA and other SROs are linked under "Administrative Materials" after the user selects a topic within the Capital Markets & Corporate Governance practice area.
• On Westlaw , FINRA, NYSE, and NASDAQ materials are available under "Administrative Decisions & Guidance" in the Capital Markets and Securities Enforcement & Litigation practice areas. The CCH PCAOB Reporter , a secondary source that covers the activities of the PCAOB, SEC, FASB, and the American Institute of Certified Public Accountants with respect to public company accounting, is also available on Westlaw.

IV. Legislative Histories

Compiled legislative histories of the key federal securities laws and important amendments are widely available in print and online in sources like HeinOnline , ProQuest Legislative Insight , and Westlaw . Examples include:

J.S. Ellenberger and Ellen P. Mahar, Legislative History of the Securities Act of 1933 and the Securities Exchange Act of 1934 (KF1434.5 .A15 E45 1973 and on HeinOnline ). This comprehensive legislative history of the Securities Act and the Exchange Act consists of eleven volumes, including the acts as enacted and as codified, debate, House documents, reports, hearings, bills, amendments, and committee prints.

Federal Bar Association, Securities Law Committee, Federal Securities Laws: Legislative History, 1933-1982 (KF1439 .F42). Four volumes include the session laws, reports, and debates (but not hearings) from the enactment of seven key securities acts and amendments to them.

Law Librarians’ Society of Washington, DC, Dodd-Frank Wall Street Reform and Consumer Financial Protection Act: A Brief Legislative History with Links, Reports and Summaries . A free online legislative history compiled by a librarian at the Federal Reserve Board.

William H. Manz, Corporate Fraud Responsibility: A Legislative History on the Sarbanes-Oxley Act of 2002 (on HeinOnline ). Ten volumes of documents include a title-by-title introduction to Sarbanes-Oxley, a legislative chronology, the session law, reports, hearings, debate, and related bills.

Bernard Schwartz, Economic Regulation of Business and Industry:  A Legislative History of US Regulatory Agencies (KF5407 .S399). This unique collection covers the legislative history of acts establishing many federal administrative agencies including the Securities and Exchange Commission, the Federal Trade Commission, the Interstate Commerce Commission, and the Federal Communications Commission, among others.

For more information about legislative history research generally, consult the Goodson Law Library research guide to Federal Legislative History .

V. SEC Filings

Under federal securities laws and rules, issuers, broker-dealers, and others are required to file extensive disclosure forms and other documents with the SEC. For a plain-English introduction to the contents of key filings, see the article " SEC Filings: Forms You Need to Know ." The SEC's current official forms , along with associated rules, regulations, and schedules, are readily accessible.

Today, the required forms and documents are usually filed through the SEC's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. Many free and fee-based sources are available for searching EDGAR filings. The SEC's website is a good starting place, especially for retrieving known filings ( e.g. , a company’s most recent 10-K). Quick retrieval options include company name, ticker symbol, Standard Industry Classification number, and Central Index Key. In addition, Boolean searching of header information is available for filings from 1994 to the present, and full text searching of filings and attachments is available for documents filed in the last for years. Researchers new to searching EDGAR filings through the SEC's website should consult " Using EDGAR to Research Investments " and " How Do I Use EDGAR? " for help formulating effective searches.

For more robust search, analysis, and retrieval capabilities and for older filings, a commercial service is recommended. Law school users will find both EDGAR filings and sample legal documents ( "precedents ") taken from those filings on Bloomberg Law , Lexis Advance , and Westlaw .

• On Bloomberg Law , a specialized EDGAR Search page can be found in the Securities Practice Center under “SEC Periodic Reporting” and under Corporate & Transactional in the "Browse All Content" menu. Researchers can search entire filings, exhibits, specific items, or 10-K risk factors. Example searches help users construct refined searches, and available fields include name, CIK, ticker symbol, company group, headquarters location, place of incorporation, and industry. Researchers looking for precedents can consult Precedent Documents & Clauses (found under Corporate & Transactional > Corporate Transactions), which consist of example agreements and other legal documents that were filed with the SEC. These materials can be filtered by document type, governing law, deal size, law firm, and industry, among other factors. For help searching precedents, see the “DealMaker Document Tips” that accompany the Precedent Documents database.
• On Lexis Advance , EDGAR filings are found in the SEC EDGAR Filings, Combined database (1994-present). Guidance for lawyers drafting SEC filings is available in the Capital Markets & Corporate Governance practice page on Lexis Practice Advisor . These materials include forms, checklists, and practice notes.
• Westlaw provides both full EDGAR filings and selected precedents in its Business Law Center . Users can search EDGAR filings and exhibits their entirety or limit searches to specific document types or portions of documents. A template allows searching by fields such as company name, CIK, ticker symbol, stock index, industry, headquarters location, state of incorporation, and market capitalization. Header information for selected filings submitted to the SEC in hard copy is available in the SEC Paper Filings database. This database contains information about filings that predate the EDGAR system (pre-1996) and more recent filings that were submitted in hard copy. The EDGAR & SEDAR Precedent Agreements databases include agreements, contracts, and other documents filed with the SEC and Canadian Securities Administrators. In addition, the Business Law Center Research Library provides pre-formatted searches to facilitate searching sample agreements, mergers and acquisitions, private placements, and EDGAR filings.

Finally, tools that allow users to analyze the financial data contained in EDGAR filings, such as Standard & Poor's Global NetAdvantage and Thomson ONE, are available to law school users through the Ford Library. For more information about these tools, see Ford Library's research guide to public companies .

VI. State Securities Laws ("Blue Sky" Law)

A. state securities statutes and regulations.

State securities law is also known as "Blue Sky" law. Official versions of state securities statutes and regulations can be found in state codes and administrative compilations. Commercial versions are also readily available.

• On Bloomberg Law , state securities laws and regulations, along with links to the website of each state’s securities regulator, are available under "State Registration & Compliance" in the Securities Practice Center .
• On Lexis Practice Advisor , extensive state securities materials can be found under "State Securities Registration - Blue Sky Laws" the Capital Markets & Corporate Governance practice area. Materials include statutes and regulations, along with cases, transaction and filing forms, checklists, practice notes, and secondary sources. On Lexis Advance , Blue Sky statutes and regulations can be found in the Securities Law practice area.
• On Westlaw , links to each state’s codified securities laws and regulations, along with other state administrative guidance, can be found on the Capital Markets and Securities Enforcement & Litigation practice area pages. In addition, Commerce Clearing House’s Blue Sky Law Reporter (available on Westlaw) collects state statutes, rules, administrative decisions, and court decisions on the issuance and sale of securities and on the licensing and activities of broker-dealers, agents, investment advisers, and investment adviser representatives.

Both Lexis Advance and Westlaw offer 50-state surveys on state securities law topics. On Lexis Advance , they can be found by selecting "Securities Law" from the table of contents for LexisNexis 50 State Surveys: Statutes & Regs . On Westlaw , 50 State Surveys - Blue Sky Laws can be found among the securities law secondary sources. These surveys can save the researcher time in identifying state statutes on narrow securities law topics ( e.g. , state broker-dealer requirements), but they should be used with caution in practice because they can be quite expensive. Bloomberg Law’s Securities Practice Center includes a “Chart Builder” function, which allows users to build their own tables of laws on selected Blue Sky topics.

In 2002, the National Conference of Commissioners on Uniform State Laws adopted the Uniform Securities Act (amended in 2005), which complements federal securities laws on securities fraud.  It is meant to replace the Uniform Securities Act of 1956 and the Revised Uniform Securities Act of 1985. The Uniform Law Commissioners' website includes a page explaining the need for the Act and its current legislative status in each state . Its text is reproduced in the Uniform Laws Annotated (Practice & Procedure KF 879 .A45 and on Westlaw ), along with a table listing the jurisdictions where it has been adopted and where in their statutory codes the text can be found.

The professional association for state securities regulators is the North American Securities Administrators Association . The NASAA's website includes model rules, amicus briefs, and statistical information, among other materials.

B. State Secondary Sources  

Many of the treatises listed in Part II include chapters on Blue Sky law. In addition, the following sources discuss state securities laws and regulations in more detail.

Blue Sky Law Desk Reference (available on Westlaw ). This handbook from Commerce Clearing House is a quick reference to the Blue Sky laws and regulations of 53 jurisdictions. For each jurisdiction, this source provides an overview of the laws and regulations, brief articles about new laws and regulations, and contact information for state and territorial regulators.

Joseph C. Long, Blue Sky Law (KF1439 .S422 and on Westlaw ). Part of West’s Securities Law Series , this three-volume treatise comprehensively covers the securities laws of all 50 states, Guam, Puerto Rico, and the U.S. Virgin Islands, emphasizing the Uniform Securities Act. Appendices include the texts of the 1956, 1985, and 2002 versions of the Uniform Securities Act and the federal National Securities Markets Improvement Act of 1996.

Robert N. Rapp, Blue Sky Regulation (on Lexis Advance ). A comprehensive treatise on state securities practice, written by a practitioner. The “State Forms” chapters identify state statutes, regulations, and forms and summarize each state’s Blue Sky laws, key cases, and administrative rulings. The Uniform Securities Act and North American Securities Administrators Association Statements of Policy are reproduced.

Laura M. Scott rev. 10/2018

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What Is Fundamental Analysis?

• How It Works

Where to Find Fundamentals for a Company

• Quantitative vs. Qualitative

Fundamental vs. Technical Analysis

• Limitations

The Bottom Line

• Fundamental Analysis

Fundamental Analysis: Principles, Types, and How to Use It

Katrina Ávila Munichiello is an experienced editor, writer, fact-checker, and proofreader with more than fourteen years of experience working with print and online publications.

• Business Valuation: 6 Methods for Valuing a Company
• Valuation Analysis
• Financial Statements
• Balance Sheet
• Cash Flow Statement
• 6 Basic Financial Ratios
• 5 Must-Have Metrics for Value Investors
• Earnings Per Share (EPS)
• Price-to-Earnings Ratio (P/E Ratio)
• Price-To-Book Ratio (P/B Ratio)
• Price/Earnings-to-Growth (PEG Ratio)
• Fundamental Analysis CURRENT ARTICLE
• Absolute Value
• Relative Valuation
• Intrinsic Value of a Stock
• Intrinsic Value vs. Current Market Value
• Equity Valuation: The Comparables Approach
• 4 Basic Elements of Stock Value
• How to Become Your Own Stock Analyst
• Due Diligence in 10 Easy Steps
• Determining the Value of a Preferred Stock
• Qualitative Analysis
• Stock Valuation Methods
• Bottom-Up Investing
• Ratio Analysis
• What Book Value Means to Investors
• Liquidation Value
• Market Capitalization
• Discounted Cash Flow (DCF)
• Enterprise Value (EV)
• How to Use Enterprise Value to Compare Companies
• How to Analyze Corporate Profit Margins
• Return on Equity (ROE)
• Decoding DuPont Analysis
• How to Value Private Companies
• Valuing Startup Ventures

Fundamental analysis involves examining a company's financial statements and broader economic indicators to uncover a security's intrinsic value. The result of such an analysis should give you the investment's true worth based on a company's financial health, the market, and economic conditions. Investors perform fundamental analysis to gauge whether or not to invest in a company based on it's current and projected worth.

Key Takeaways

• Fundamental analysis is a method of determining a stock's intrinsic value.
• Fundamental analysts search for stocks trading at prices higher or lower than their real value.
• If the fair market value exceeds the market price, the stock is deemed undervalued, and a buy recommendation is given.
• If the fair market value is lower than the market price, the stock is overvalued, and the recommendation might be not to buy or to sell if the stock is held.
• In contrast, technical analysts favor studying the historical price trends of the stock to predict short-term future trends.

Investopedia / Paige McLaughlin

Understanding Fundamental Analysis

When performing fundamental analysis, you study the company's revenue growth, profitability, and competitive advantages within its industry. You also assess macroeconomic factors such as the overall state of the economy and the demand for the company's products or services. It also takes into account the effectiveness of the company's management team. A skilled and experienced leadership team can navigate challenges and seize opportunities, driving the company's growth and increasing its value.

This approach to the market often allows you to see behind investor sentiment and company marketing to determine whether the company has the potential for long-term success. With fundamental analysis, you can then gauge if the security's market price is over- or undervalued.

Fundamental analysis typically starts by analyzing a company's financial statements, including the income statement, balance sheet, and statement of cash flows. The information in these materials can be used to calculate and assess a company's financial health and intrinsic value. Key ratios derived from these financial statements include the price-to-earnings ( P/E ) ratio, earnings per share ( EPS ), return on equity ( ROE ), and debt-to-equity ( D/E ) ratio, among others. Fundamental analysts use measures like these to determine whether a stock is undervalued or overvalued relative to its market price and competitors.

In addition, fundamental analysis frequently involves looking at gross domestic product, inflation, unemployment rates, industry or sector trends, and the company's competition. Fundamental analysis thus takes how a company should perform, not just in the market, but as a producer of goods and services. This requires looking at the overall economy, sector performance, and the company's position within the industry to estimate its value and forecast future performance. This approach not only considers economic and financial data but also often includes reviewing its business model, management effectiveness, brand awareness, and potential for growth and profitability.

Ultimately, fundamental analysis aims to give you a number, a value, for the company you can use when buying, holding, or selling stocks. It requires a comprehensive understanding of financial statements and a strategic view of how external factors could impact the company's future earnings and market position.

Why Is Fundamental Analysis Important?

Fundamentals allow investors to look beyond short-term price fluctuations and focus on the underlying factors that drive a company's operations and long-term performance.

The main benefit of fundamental analysis is to help quantify the value of a company and its shares. Financial statements offer hard data that reveal insights into a company's profitability, liquidity , and overall financial stability. This information, along with an assessment of the company's management team, competitive advantages, and industry trends, furnishes a picture of the company's fair or target value. With this knowledge, investors can make more informed decisions about buying, holding, or selling a particular stock.

Fundamental analysis can also help investors identify undervalued companies. By considering a company's sales growth, market share, and product pipeline, investors can gauge its ability to increase future profits and grow shareholder value. By investing in companies with solid fundamentals and promising growth prospects, investors can benefit from long-term trends and capitalize on emerging prospects. Value investors , in particular, look for undervalued shares relative to their fundamental potential.

Finally, fundamental analysis can help you spot red flags and overvalued investments. By researching a company's financial health and market position, investors can more easily avoid stocks that may be more likely to underperform or experience significant downturns. This is especially important during economic uncertainty or market volatility when a company's underlying strength can be the difference between weathering the storm and being pushed out of the market altogether.

Some of the most common and reliable sources for the fundamentals of a company include the following:

• Company filings : Public companies are required to file regular reports with the Securities and Exchange Commission (SEC), such as Form 10-K (annual report), Form 10-Q (quarterly report), and Form 8-K (current events report). These filings contain detailed financial statements, management discussions and analyses, and other important information about the company. You can access these filings for free on the SEC's EDGAR database.
• Company website : Most publicly traded companies have an investor relations section that provides financial statements, earnings releases, investor presentations, and other relevant information for shareholders and potential investors. Transcripts of earnings reports can be particularly helpful since company leads typically find it necessary to address company soft spots for journalists.
• Financial platforms : Yahoo! Finance, Google Finance, and MarketWatch, among others, provide financial news, analysis, and fundamental data on publicly traded companies, including financial statements, key ratios, and analyst ratings.
• Broker research reports : Many brokerage firms supply research reports on companies they and their affiliates cover, often with detailed fundamental analysis and investment recommendations.
• Financial data providers : Subscription-based financial data providers such as Bloomberg, FactSet, and Morningstar offer extensive fundamental data and analysis on companies, industries, and markets. Subscriptions are often pricey, so they are more typically used by professional investors and analysts.
• Industry trade journals : Trade publications covering specific industries can provide valuable insights on industry trends, competitive dynamics, and company-specific developments that inform your fundamental analysis.

Remember, when conducting fundamental analysis, it's essential to use several sources to get a well-rounded view of a company's financial prospects and to be aware of any potential biases or conflicts of interest in the information you're receiving.

Fundamental analysis is used most often for stocks, but it can be useful for evaluating any security, from a bond to a derivative. If you consider the fundamentals, from the broader economy to the company details, you are doing a fundamental analysis.

How to Read a Company's Annual Report

Reading a company's annual report is an essential part of fundamental analysis. Here's a step-by-step guide on how to read and analyze an annual report:

• Start with the CEO's letter to shareholders : This section gives an overview of the company's performance, key developments, and outlook from the perspective of top management. Pay attention to the tone and content of the letter, as it can give insights into the company's strategy, challenges, and prospects.
• Review the business description : This section describes the company's main products or services, target markets, competitive advantages, and key risks. It can help you understand the company's business model and the factors that drive its success.
• Analyze the management's discussion and analysis (MD&A) : The MD&A provides a detailed discussion of the company's financial performance, including revenue and expense trends, cash flows, and key financial ratios. It also has management's perspective on the factors that affect the company's performance and outlook for the future.
• Examine the financial statements : The annual report has the company's audited financial statements, including the income statement, balance sheet, and statement of cash flows. Review these carefully while looking for trends in revenue, expenses, profits, assets, liabilities, and cash flows. From there, you can compute the critical financial ratios.
• Read the notes to the financial statements : The notes (or footnotes ) provide additional details and explanations about the company's accounting policies, significant transactions, and other important information that may not be clear from the financial statements alone.
• Review the auditor's report : This provides an independent opinion on whether the financial statements fairly present the company's financial position and performance following generally accepted accounting principles. Look for any qualified opinions or disclaimers that may indicate potential issues.
• Analyze the company's corporate governance : The annual report often has information on the company's board of directors, executive compensation, and other corporate governance matters. Consider whether the company's governance practices align with the interests of shareholders and whether there are any red flags, such as conflicts of interest or excessive compensation.
• Look for additional disclosures : The annual report may include additional disclosures about legal proceedings, regulatory issues, or environmental, social, and governance (ESG) factors that could impact the company's performance and reputation.

A Closer Look at Financial Statements

The information in financial statements is among the most valuable about a company's financial health and performance. Here's a breakdown of what you can learn from each one:

• Income Statement : This shows how much money a company is making (revenue), how much they're spending (expenses), and then what's left over (profit or loss). By looking at trends in revenue and expenses over time, you can get a sense of whether the company is growing or struggling. You can also calculate important ratios like the company's profit margin, which tells you how much of each dollar in sales the company gets to keep as profit.
• Balance Sheet : This gives you a snapshot of what a company owns (assets), what it owes (liabilities), and what is left over ( shareholders' equity ). This can help you assess a company's financial stability and liquidity. For example, if a company has a lot more assets than liabilities, that's generally a good sign. You can also look at how much debt the company has relative to its equity to understand its financial leverage and risk.
• Statement of Cash Flows : This shows how much cash is coming in and going out of the company over a given period. It's broken down into three main categories: cash from operations (the money generated by the company's core business activities), cash from investing (the money spent or earned from investments not related to the core business), and cash from financing (the money raised or paid out and used to fund the business). By looking at a company's cash flows, you can better understand its ability to generate cash, pay its bills, and invest in growth.

The cash flow statement is crucial because it's harder for a business to manipulate its cash situation. An aggressive accountant can do plenty of things to manipulate earnings, for example, but it's tough to fake cash in the bank. For this reason, some investors use the cash flow statement as a more conservative measure of a company's performance.

A "balance sheet" gets its name because the three sections it contains—assets, liabilities, and shareholders' equity—must balance out using this formula:

Assets = Liabilities + Shareholders' Equity

Quantitative and Qualitative Fundamental Analysis

The problem with defining the "fundamentals" is that they can cover anything related to a company's economic well-being. They can include numbers like revenue and profit, but they can also include anything from a company's market share to the quality of its management. Generally, these are all grouped into two categories: quantitative and qualitative:

• Quantitative : information that can be shown using numbers, figures, ratios, or formulas
• Qualitative : rather than a quantity of something, it is its quality, standard, or nature

In this context, quantitative fundamentals are hard numbers, the measurable characteristics of a business. The most significant source of quantitative data is financial statements. The qualitative fundamentals are less tangible. They might include the quality of a company's key executives, brand-name recognition, patents, and proprietary technology . Neither qualitative nor quantitative analysis is inherently better. Many analysts consider them together.

Fundamental analysis relies on using financial ratios drawn from data on corporate financial statements to make inferences about a company's value and prospects.

Qualitative Fundamentals to Consider

There are certain qualitative fundamentals that analysts should always consider when analyzing a company. These include the following:

• The Business Model: What exactly does the company do? This isn't always straightforward. If a company's business model is based on selling fast-food chicken, is it making its money that way? Or is it coasting on royalty and franchise fees?
• Competitive Advantage : A company's long-term success is primarily driven by its ability to maintain its competitive advantage. Competitive advantages, such as Coca-Cola Co.'s ( KO ) brand name and Microsoft Corporation's ( MSFT ) long domination of the personal computer operating system, create a moat around a business, allowing it to keep competitors at bay and enjoy growth and profits.
• Management Team: Some think management is the most important criterion for investing in a company. This makes sense: Even the best business model is doomed if the company's leaders fail to execute the plan properly. While it's hard for retail investors to meet and truly evaluate managers, you can look at the corporate website and check the resumes of the top brass and the board members. How well did they do in previous jobs? Have they been unloading a lot of their stock shares lately?
• Corporate Governance and Board Structure : These are provided by the policies within an organization indicating the relationships and responsibilities among management, directors, and stakeholders . These policies are defined and determined in the company charter, its bylaws, and corporate laws and regulations. You want to do business with a company that is run ethically, fairly, transparently, and efficiently. Note whether management respects shareholder rights and shareholder interests. Ensure their communications to shareholders are transparent and understandable. If you don't get it, if there are major issues you know surround the company and they aren't addressed, it's not a sign that they have good answers for you.
• Industry Trends : It's also important to consider a company's industry: its customer base, market share among firms, industrywide growth, competition, regulation, and business cycles. Learning how the industry works will give an investor a deeper understanding of a company's financial health.
• Stakeholder Satisfaction : Employees, managers, customers, suppliers, investors, and other stakeholders should all have positive views on the company and its prospects. Without that, a company's brand equity and image can suffer, which can lead to fewer sales, lower profits, and flagging share prices.

Quantitative Fundamentals to Consider: Financial Ratios

Financial statements are how a company discloses information about its financial performance. Here are some of the most important financial ratios with their formulas:

Fundamental Analysis vs. Technical Analysis

Fundamental analysis contrasts starkly with technical analysis, which attempts to forecast prices by analyzing historical market data such as price and volume. Technical analysis uses price trends and action, often plotted on charts, to create indicators and identify patterns. Some indicators develop patterns that have names resembling their shapes, such as the "head and shoulders" pattern.

A major distinction is where "value" comes from. For technical analysts, the market sets prices, and hence, the changes there give a company its value. For fundamental analysts, there is an intrinsic value that the market can often miss.

Estimates the intrinsic value of a company from its operations

Considers a company's financial statements and qualitative factors

Longer-term focus (months/years)

Best for buy-and hold investing

Looks at price and market trends to uncover market psychology

Considers historical prices and chart patterns

Shorter-term focus (days/weeks)

Best for short-term or swing trading

Limitations of Fundamental Analysis

Though fundamental analysis can provide investors with insights into the future of a company, it does come with some downsides. Keep these items in mind when performing fundamental analysis:

• It's Time-Consuming : Fundamental analysis involves a detailed examination of financial statements, economic data, industry reports, and company-specific factors. This process requires collecting extensive data, performing complex calculations, and interpreting various financial metrics - which all times time (which leads into the next downside....).
• It's A Lagging Indicator : In addition to being a slow process, fundamental analysis often acts as a lagging indicator because it relies on financial data that reflects past performance. By the time changes in a company’s fundamentals become apparent in its financial statements, the stock price might have already adjusted.
• Relies on Historical Data : Similarly, fundamental analysis is based largely on historical financial information. While this data provides a basis for estimating future performance, it may not fully capture future risks or opportunities, as past performance is not an indicator of what's to come in the future.
• Subject to Accounting Practices : The accuracy of fundamental analysis depends on the integrity and transparency of a company’s financial statements. Keep in mind that things like management estimates, depreciation, or other GAAP-compliant requirements can (perhaps improperly) impact the fundamental analysis.
• Difficult to Value Intangibles : Intangible assets like patents, trademarks, brand reputation, and human capital are increasingly important in today’s economy. However, these assets are challenging to quantify and may not be fully reflected in a company’s financial statements. Consider how some investors would have believed in Apple simply because of Steve Jobs ; that notion is not captured in fundamental analysis.
• Economic Assumptions : Fundamental analysis often involves assumptions about future economic conditions such as interest rates, inflation, and economic growth. Again, these are always changing and may not materialize as expected.
• Overlooked Short-Term Opportunities : Fundamental analysis is geared towards long-term investment decisions, focusing on a company’s intrinsic value and potential for growth over time. This long-term focus might cause investors to miss short-term trading opportunities that technical analysis can identify such as price patterns, volume spikes, or momentum indicators.

Example of Fundamental Analysis

Let's analyze a hypothetical company called ABC Inc. using fundamental analysis. We'll examine its financial statements and calculate key ratios to assess its financial health and performance.

First, let's look at some data from ABC Inc.'s financial statements for the previous fiscal year:

Now, let's calculate some key ratios:

Profitability Ratios :

• Gross profit margin = ($1,000 - $600) / $1,000 = 40%
• Operating profit margin = $200 / $1,000 = 20%
• Net profit margin = $150 / $1,000 = 15%
• Return on assets (ROA) = $150 / $1,500 = 10%
• Return on equity (ROE) = $150 / $1,000 = 15%

ABC Inc.'s profitability ratios suggest that the company is generating healthy profits from its operations. Its gross margin is 40%, operating margin is 20%, and net margin is 15%. Its ROA and ROE of 10% and 15%, respectively, indicate that the company is generating solid returns on its assets and equity.

Liquidity Ratios :

• Current ratio = $750 / $250 = 3.00
• Quick ratio = ($200 + $150 + $200) / $250 = 2.20

Assuming ABC Inc.'s current assets are $750 million, with $200 million in cash, $150 million in marketable securities, and $200 million in accounts receivable, and its current liabilities are $250 million, the company's liquidity ratios are strong. A current ratio of 3.0 and a quick ratio of 2.2 suggest that ABC Inc. has ample liquidity to cover its short-term obligations.

Solvency Ratios :

• Debt-to-equity ratio = $500 / $1,000 = 0.50
• Debt-to-assets ratio = $500 / $1,500 = 0.33

ABC Inc.'s solvency ratios indicate that the company has a manageable level of debt relative to its equity and assets. A debt-to-equity ratio of 0.5 and a debt-to-assets ratio of 0.33 suggest that the company is not overly leveraged and has the financial flexibility to meet its long-term obligations.

Valuation Ratios (Assuming ABC Inc. has 100 million shares outstanding and its stock price is $25 per share):

• Price-to-earnings (P/E) Ratio = $25 / ($150 / 100) = 16.67
• Price-to-book (P/B) Ratio = $25 / ($1,000 / 100) = 2.50
• Price-to-sales (P/S) Ratio = $25 / ($1,000 / 100) = 2.50

ABC Inc.'s valuation ratios suggest that the company's stock is trading at a reasonable valuation relative to its earnings, book value, and sales. A P/E ratio of 16.67 aligns with the broader market, while P/B and P/S ratios of 2.5 indicate that the stock is not overly expensive relative to the company's assets and revenue.

In addition to these quantitative measures, we can also consider certain qualitative fundamentals:

Competitive Advantages :

• Has strong brand recognition in its industry and high customer loyalty
• Proprietary technology that differentiates its products from competitors
• Efficient supply chain and distribution network, enabling faster delivery and lower costs

Management Quality :

• It has an experienced management team with a proven track record of success.
• The CEO has been with the company for 15 years and has led the company through several periods of growth.
• Management has demonstrated a commitment to creating new goods and services and has strategic investments in research and development.

Industry Trends :

• The industry in which ABC Inc. operates is growing at a steady rate of 5% per year.
• There's increasing demand for eco-friendly and sustainable products, which aligns with ABC Inc.'s product offerings.
• The regulatory environment is becoming more favorable for the company's products.

Growth Prospects :

• ABC Inc. has a robust pipeline of new products set to launch in the next 12-18 months.
• The company has been expanding into new geographic markets and plans to enter two new countries next year.
• Recent acquisitions have provided opportunities for synergies and increased market share.

Corporate Governance :

• ABC Inc. has a diverse and independent board of directors.
• The company has a strong track record of transparency and timely financial reporting.
• Executive compensation is aligned with long-term shareholder interests.

ESG Factors :

• ABC Inc. has set ambitious targets for reducing its carbon footprint and increasing its use of renewable energy.
• The company is committed to diversity, equity, and inclusion, with programs in place to promote a diverse workforce.
• ABC Inc. engages with local communities and supports various philanthropic initiatives.

Based on this hypothetical fundamental analysis, ABC Inc. appears to be a financially healthy and potentially attractive investment. However, it's important to remember that this is just a simplified example. In practice, investors would need to conduct a more thorough analysis, considering the company's competitive position, industry trends, management quality, and growth prospects, before making an investment decision.

What Is Fundamental Analysis and Its Objective?

Fundamental analysis uses publicly available financial information and reports to determine whether a stock and the issuing company are valued correctly by the market.

What Are the 3 Layers of Fundamental Analysis?

When conducting an analysis, you can be top-down and start with economic analysis, then analyze the industry, then the company. Or, you can be bottom-up and work in the reverse order.

What Are the Tools for Fundamental Analysis?

Analysts use many tools. Some examples are financial reports, ratios from the reports, spreadsheets, charts, graphs, infographics, government agency reports on industries and the economy, and market reports.

How Does Fundamental Analysis Differ From Technical Analysis?

Fundamental analysis focuses on evaluating a security's intrinsic value based on financial and economic factors, while technical analysis studies price movements and trading volumes to identify patterns and predict future price movements.

Why Is Earnings Per Share (EPS) Important in Fundamental Analysis?

EPS indicates a company’s profitability on a per-share basis, helping investors determine how much profit a company generates for each share of its stock. It is a critical metric for assessing company performance and valuing stocks.

Fundamental analysis is used to value a company and determine whether a stock is over- or undervalued by the market. It considers the economic, market, sector-specific, and financial performance.

Financial ratios generated from financial reports and government industry and economic reports are used to assess a company. Not every analyst uses the same tools or views stocks similarly—you might determine a stock is valued differently than another analyst. What's important is that the stock you analyze meets your criteria for value and that your analysis creates actionable information.

H. K. Baker, et al. “ Equity Markets, Valuation, and Analysis ,” Pages 119–127.

H. K. Baker, et al. “ Equity Markets, Valuation, and Analysis ,” Pages 232–233.

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Securities Regulation and Big Business

UC Davis L.Rev., Forthcoming; UCLA School of Law, Law-Econ Research Paper No. 24-05

60 Pages Posted: 29 Aug 2024

James J. Park

University of California, Los Angeles (UCLA) - School of Law

Date Written: August 28, 2024

Securities law is an underappreciated part of a regulatory system that checks the power of big business. Corporate power has three essential elements: market power, managerial power, and allocative power. Antitrust addresses abuses of market power, corporate law limits managerial power, and securities regulation strives to ensure that only worthy companies gain the power to allocate societal resources. This Article shows how the problem of big business has consistently been a concern of federal securities law. In the early part of the twentieth century, both social reformers and economists viewed disclosure as a way of revealing the inefficiency of the trusts. In the modern era, securities law has become an important way of regulating large companies as market valuation has become the primary measure of corporate size. Unlike populist antitrust law, securities regulation accepts bigness and, in some ways, even encourages it. Viewing securities law through the lens of corporate power suggests that the very largest public companies should be subject to heightened disclosure requirements.

Keywords: securities regulation, securities law, antitrust, corporate law

Suggested Citation: Suggested Citation

James J. Park (Contact Author)

University of california, los angeles (ucla) - school of law ( email ).

385 Charles E. Young Dr. East Room 1242 Los Angeles, CA 90095-1476 United States

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Securities Brokerages and Stock Exchanges - Global Strategic Business Report

• August 2024
• Region: Global
• Global Industry Analysts, Inc
• ID: 5141120
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Key Insights:

• Market Growth: Understand the significant growth trajectory of the Equities Brokerage segment, which is expected to reach US$462.9 Billion by 2030 with a CAGR of a 4.1%. The Stock Exchanges segment is also set to grow at 4.4% CAGR over the next 7 years.
• Regional Analysis: Gain insights into the U.S. market, estimated at $382.5 Billion in 2023, and China, forecasted to grow at an impressive 6.3% CAGR to reach $327 Billion by 2030. Discover growth trends in other key regions, including Japan, Canada, Germany, and the Asia-Pacific.

Why You Should Buy This Report:

• Detailed Market Analysis: Access a thorough analysis of the Global Securities Brokerages and Stock Exchanges Market, covering all major geographic regions and market segments.
• Competitive Insights: Get an overview of the competitive landscape, including the market presence of major players across different geographies.
• Future Trends and Drivers: Understand the key trends and drivers shaping the future of the Global Securities Brokerages and Stock Exchanges Market.
• Actionable Insights: Benefit from actionable insights that can help you identify new revenue opportunities and make strategic business decisions.

Key Questions Answered:

• How is the Global Securities Brokerages and Stock Exchanges Market expected to evolve by 2030?
• What are the main drivers and restraints affecting the market?
• Which market segments will grow the most over the forecast period?
• How will market shares for different regions and segments change by 2030?
• Who are the leading players in the market, and what are their prospects?

Report Features:

• Comprehensive Market Data: Independent analysis of annual sales and market forecasts in US$ Million from 2023 to 2030.
• In-Depth Regional Analysis: Detailed insights into key markets, including the U.S., China, Japan, Canada, Europe, Asia-Pacific, Latin America, Middle East, and Africa.
• Company Profiles: Coverage of major players such as Ameriprise Financial Inc., Bank of America Corporation, Raymond James Financial Inc., and more.
• Complimentary Updates: Receive free report updates for one year to keep you informed of the latest market developments.

Select Competitors (Total 87 Featured):

• Ameriprise Financial Inc.
• Bank of America Corporation
• Raymond James Financial Inc.
• The Northwestern Mutual Life Insurance Company
• Wells Fargo Advisors

MarketGlass Platform

• Influencer Market Insights
• World Market Trajectories
• Global Economic Update
• Securities Brokerages and Stock Exchanges - Global Key Competitors Percentage Market Share in 2024 (E)
• Competitive Market Presence - Strong/Active/Niche/Trivial for Players Worldwide in 2024 (E)
• Table 1: World Securities Brokerages and Stock Exchanges Market Analysis of Annual Sales in US$ Million for Years 2014 through 2030
• Table 2: World Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2023 through 2030 and % CAGR
• Table 3: World Historic Review for Securities Brokerages and Stock Exchanges by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 4: World 16-Year Perspective for Securities Brokerages and Stock Exchanges by Geographic Region - Percentage Breakdown of Value Sales for USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets for Years 2014, 2024 & 2030
• Table 5: World Recent Past, Current & Future Analysis for Equities Brokerage by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2023 through 2030 and % CAGR
• Table 6: World Historic Review for Equities Brokerage by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 7: World 16-Year Perspective for Equities Brokerage by Geographic Region - Percentage Breakdown of Value Sales for USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa for Years 2014, 2024 & 2030
• Table 8: World Recent Past, Current & Future Analysis for Stock Exchanges by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2023 through 2030 and % CAGR
• Table 9: World Historic Review for Stock Exchanges by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 10: World 16-Year Perspective for Stock Exchanges by Geographic Region - Percentage Breakdown of Value Sales for USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa for Years 2014, 2024 & 2030
• Table 11: World Recent Past, Current & Future Analysis for Bonds Brokerage by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2023 through 2030 and % CAGR
• Table 12: World Historic Review for Bonds Brokerage by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 13: World 16-Year Perspective for Bonds Brokerage by Geographic Region - Percentage Breakdown of Value Sales for USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa for Years 2014, 2024 & 2030
• Table 14: World Recent Past, Current & Future Analysis for Derivatives & Commodities Brokerage by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2023 through 2030 and % CAGR
• Table 15: World Historic Review for Derivatives & Commodities Brokerage by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 16: World 16-Year Perspective for Derivatives & Commodities Brokerage by Geographic Region - Percentage Breakdown of Value Sales for USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa for Years 2014, 2024 & 2030
• Table 17: World Recent Past, Current & Future Analysis for Other Stock Brokerages by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2023 through 2030 and % CAGR
• Table 18: World Historic Review for Other Stock Brokerages by Geographic Region - USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 19: World 16-Year Perspective for Other Stock Brokerages by Geographic Region - Percentage Breakdown of Value Sales for USA, Canada, Japan, China, Europe, Asia-Pacific, Latin America, Middle East and Africa for Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in the United States for 2024 (E)
• Table 20: USA Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 21: USA Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 22: USA 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Table 23: Canada Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 24: Canada Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 25: Canada 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in Japan for 2024 (E)
• Table 26: Japan Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 27: Japan Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 28: Japan 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in China for 2024 (E)
• Table 29: China Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 30: China Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 31: China 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in Europe for 2024 (E)
• Table 32: Europe Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Geographic Region - France, Germany, Italy, UK, Spain, Russia and Rest of Europe Markets - Independent Analysis of Annual Sales in US$ Million for Years 2023 through 2030 and % CAGR
• Table 33: Europe Historic Review for Securities Brokerages and Stock Exchanges by Geographic Region - France, Germany, Italy, UK, Spain, Russia and Rest of Europe Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 34: Europe 16-Year Perspective for Securities Brokerages and Stock Exchanges by Geographic Region - Percentage Breakdown of Value Sales for France, Germany, Italy, UK, Spain, Russia and Rest of Europe Markets for Years 2014, 2024 & 2030
• Table 35: Europe Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 36: Europe Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 37: Europe 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in France for 2024 (E)
• Table 38: France Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 39: France Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 40: France 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in Germany for 2024 (E)
• Table 41: Germany Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 42: Germany Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 43: Germany 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Table 44: Italy Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 45: Italy Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 46: Italy 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in the United Kingdom for 2024 (E)
• Table 47: UK Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 48: UK Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 49: UK 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Table 50: Spain Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 51: Spain Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 52: Spain 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Table 53: Russia Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 54: Russia Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 55: Russia 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Table 56: Rest of Europe Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 57: Rest of Europe Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 58: Rest of Europe 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in Asia-Pacific for 2024 (E)
• Table 59: Asia-Pacific Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Geographic Region - Australia, India, South Korea and Rest of Asia-Pacific Markets - Independent Analysis of Annual Sales in US$ Million for Years 2023 through 2030 and % CAGR
• Table 60: Asia-Pacific Historic Review for Securities Brokerages and Stock Exchanges by Geographic Region - Australia, India, South Korea and Rest of Asia-Pacific Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 61: Asia-Pacific 16-Year Perspective for Securities Brokerages and Stock Exchanges by Geographic Region - Percentage Breakdown of Value Sales for Australia, India, South Korea and Rest of Asia-Pacific Markets for Years 2014, 2024 & 2030
• Table 62: Asia-Pacific Recent Past, Current & Future Analysis for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages - Independent Analysis of Annual Sales in US$ Million for the Years 2023 through 2030 and % CAGR
• Table 63: Asia-Pacific Historic Review for Securities Brokerages and Stock Exchanges by Segment - Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages Markets - Independent Analysis of Annual Sales in US$ Million for Years 2014 through 2022 and % CAGR
• Table 64: Asia-Pacific 16-Year Perspective for Securities Brokerages and Stock Exchanges by Segment - Percentage Breakdown of Value Sales for Equities Brokerage, Stock Exchanges, Bonds Brokerage, Derivatives & Commodities Brokerage and Other Stock Brokerages for the Years 2014, 2024 & 2030
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in Australia for 2024 (E)
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in India for 2024 (E)
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in Latin America for 2024 (E)
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in Middle East for 2024 (E)
• Securities Brokerages and Stock Exchanges Market Presence - Strong/Active/Niche/Trivial - Key Competitors in Africa for 2024 (E)

Companies Mentioned (Partial List)

A selection of companies mentioned in this report includes, but is not limited to:

Table Information

• Capital Markets
• Securitization
• Stock Market

Securities Brokerages And Stock Exchanges Global Market Report 2024

•  Report
• November 2023

Global Security Brokerage and Stock Exchange Services Market 2024-2028

Securities Brokerage and Stock Exchange Services Global Market Report 2024

• February 2024

Securities Brokerages and Stock Exchanges Market - Global Industry Size, Share, Trends, Opportunity, & Forecast 2019-2029

• January 2024

2024 Securities and Commodity Contracts Intermediation and Brokerage Global Market Size & Growth Report with Updated COVID-19 & Recession Risk Forecasts

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SEC Targets OpenSea: The Potential Implications for the NFT Market

The Securities and Exchange Commission (SEC) has recently issued a Wells notice to OpenSea, the most prominent marketplace for non-fungible tokens (NFTs), signaling a potential lawsuit for securities law violations. This move marks a significant development in the SEC's ongoing scrutiny of the digital assets space, particularly as it relates to the burgeoning NFT market.

The Wells Notice: A Prelude to Legal Action

A Wells notice is a formal notification from the SEC that it has completed its investigation and is considering bringing an enforcement action. This notice provides OpenSea with an opportunity to respond to the SEC's findings before any formal charges are filed. While the specifics of the SEC's concerns remain undisclosed, the issuance of this notice suggests that the regulator is focused on determining whether certain NFTs traded on OpenSea's platform qualify as securities under federal law.

Why This Matters

The SEC's decision to potentially pursue legal action against OpenSea is noteworthy for several reasons:

Precedent Setting: While the SEC has previously targeted individual NFT creators, this is the first time it has taken aim at a major marketplace where NFTs are bought and sold. The outcome of this case could set a critical precedent for how NFTs are regulated in the future.

Legal Uncertainty: The NFT market has operated in a gray area of the law, with questions surrounding whether certain digital assets should be classified as securities. The SEC's actions against OpenSea could provide much-needed clarity, but it could also lead to more stringent regulations that may stifle innovation in the sector.

Broader Implications: A lawsuit against OpenSea could have ripple effects across the entire NFT ecosystem. Other platforms and creators may find themselves under increased scrutiny, leading to potential shifts in how NFTs are created, marketed, and sold.

OpenSea's Response and the Industry's Reaction

In response to the Wells notice, OpenSea's CEO, Devin Finzer, expressed confidence in the legality of the platform's operations. Finzer emphasized that OpenSea's users are not engaged in the trading of securities and warned of the potential negative consequences that the SEC's actions could have on consumers, creators, and entrepreneurs in the NFT space.

Legal experts have weighed in on the issue, with some arguing that the SEC's approach may be out of sync with the realities of modern technology and the unique nature of digital assets. As Stephen Palley, a litigation partner at Brown Rudnick, pointed out, "The threat of a lawsuit by the agency is an example of how circa 1930s securities laws are out of sync with 2020s risks and technology."

The SEC’s Increasing Activity in the NFT Space

This is not the first time the SEC has ventured into the NFT market. In 2022, the Commission notably stayed on the sidelines when federal prosecutors charged an OpenSea product manager with insider trading. However, when similar charges were brought against a Coinbase employee, the SEC stepped in, alleging that certain crypto assets involved were indeed securities.

More recently, the SEC has reached settlements with NFT producers such as Impact Theory and Stoner Cats for securities violations, signaling a more aggressive stance in the sector.

What’s Next?

As the NFT market continues to evolve, the SEC’s actions against OpenSea could serve as a bellwether for future regulatory efforts. Should the SEC proceed with a lawsuit, it will likely force the industry to reckon with the implications of securities laws that were not designed with digital assets in mind.

For now, the NFT community and digital asset marketplaces will be watching closely, as the outcome of this potential legal battle could redefine the rules of engagement for NFTs and set the stage for the next phase of regulatory oversight in the crypto space.

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