Business Law Newsletter

• Patent Protection for Business Methods
  “Business methods” generally include any methodologies that are involved with operating a business, such as online ordering processes. Prior to 1998, the U.S. Patent and Trademark Office (USPTO) rarely granted patents to... Read more.
• Nonprofits Must Pay Taxes on Unrelated Business Income
  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.
• Tax Treatment of Contaminated Property
  The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) imposes liability for the investigation and cleanup of contaminated real property without regard to whether the landowner created or allowed the... Read more.
• Obtaining a Permanent Labor Certificate from the Department of Labor
  One avenue that allows an employer to hire a foreign worker to work permanently in the U.S. entails a “permanent labor certification” through the Federal Department of Labor (DOL). Before the employer can submit a petition... Read more.

• Self-Proclaimed “Robot Lawyer” App DoNotPay Accused of Posing as an Unlicensed Lawyer
• California Businesses Challenge State’s New Campaign Finance Law
• Global Leader Medtronic Hit With Antitrust Lawsuit Over Surgical Devices
• Ninth Circuit Bars Class Action Suit Against Ticketmaster
• Virgin wins $160 mln in trademark dispute with Alaska Airlines

What are Securities?

“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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