Business Law Newsletter

• Selecting a Business Entity Type
  If you are thinking of starting a business, you have many important decisions to make. One of the most important of these is choosing your business entity. There are a number of different types of business entities, and each... Read more.
• Employer Rights to Employees’ Intellectual Property
  Generally, “intellectual property” is any intangible property, such as knowledge of a process, a musical composition or a trademark associated with a product. There are typically four specific areas of intellectual property:... Read more.
• Occupational Asbestos Regulation at Construction Sites
  Asbestos is a fibrous material with high tensile strength and flexibility, widely used for its resistance to heat, chemicals and electricity. In the construction industry, asbestos is typically found in installed products such as pipe... Read more.
• The Unrelated Business Income Tax for Nonprofit Organizations
  Nonprofit organizations, e.g., charities, were historically not taxed. In 1950, however, an amendment to the Internal Revenue Code made taxable income earned from activities that did not further the tax-exempt purposes of such... Read more.

• Why Nike is caught in the middle of the NBA’s dispute with China
• FOX-owned stations blacked out on Dish over contract dispute
• Chevron: No arbitration for now over energy dispute
• House votes to end forced arbitration in business disputes
• Former Newport News airport lawyer in legal dispute over eviction

Securities Law Overview

“Securities” is a term that generally refers to shares of a corporation, promissory notes, and other liabilities. The laws regarding securities are very complex.

Securities are regulated by both federal and state laws. However, when state laws conflict with federal laws, the federal laws prevail. Both sets of laws usually require proper registration with an agency that regulates securities, such as the Securities and Exchange Commission (SEC).

The primary federal laws that regulate securities in the United States are the Securities Act of 1933 and the Securities Act of 1934. The former regulates the issuance of shares, while the latter regulates the trading of shares.

Securities Act of 1933

The focus of this Act is the initial money-raising phase of a corporation. Primarily, the 1933 Act requires certain disclosures and registrations, with exceptions.

Securities Act of 1934

The 1934 Act focuses upon the actual trading of shares within the market. Its purpose is to prevent fraud and insider trading. It is under this Act that stockbrokers are regulated.

State Securities Laws

States are permitted to regulate securities, as long as they don’t conflict with the federal laws. Most of these laws provide for registration and fraud prevention. State laws regulating securities are also called “Blue Sky” laws.

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