Securities Law
Experienced Securities Counsel for Serious Investors
Securities Law is the law that governs securities transactions in the United States and includes both Federal and State bodies of law. Principally, there are four primary Federal statutes that govern Securities:
- The Securities Act of 1933 (regulates the offering of securities)
- The Securities Exchange Act of 1934 (regulates the secondary sale of securities and broker-dealers)
- The Investment Company Act of 1940 (regulates Investment Funds)
- The Investment Advisers Act of 1940 (regulates Investment Advisers)
These laws empower the Securities and Exchange Commission (“SEC”) on the Federal level to have regulatory oversight and to promulgate regulations from the originating Statutes. While, the State Securities Divisions and Administrators have jurisdiction to regulate intra-state matters and state Blue-Sky Laws. Further, Self-Regulatory Organizations like FINRA that regulate registered broker-dealers and their agents. Additionally, the Commodities Futures Trading Commission (“CFTC”) has regulatory jurisdiction as granted by the Commodities Exchange Act to regulate the trading of futures and commodities, derivative instruments, and commodity pools.
Area of expertise
Experienced attorneys providing comprehensive legal services in securities regulation, compliance, transactions, and litigation.
Fund Formation & Investment Structures
- Private Equity Transactions
- Hedge Funds
- Venture Funds
- Commodity Pools
- Offshore Funds
- Syndications
- Structured Products
- Complex Instruments
- Debt Instruments
Litigation & Defense
- High-stakes representation and protection
- Securities Fraud Defense
Regulatory & Compliance Matters
- Broker-Dealer Matters
- Investment Adviser Matters
- Compliance Matters
- Opinion Letters
- Regulatory Inquiries and Investigations
Testimonials
Frequently Asked Questions
What is the Investment Company Act?
The Investment Company Act of 1940 is a federal law that regulates the organization and activities of investment companies, including mutual funds. Its primary goal is to protect investors by ensuring that investment companies operate in a fair and transparent manner.
What is Form ADV?
Form ADV is a required submission for investment advisers registering with the SEC or state securities authorities. It provides detailed information about the adviser’s business, ownership, clients, employees, business practices, affiliations, and any disciplinary events of the adviser or its employees.
What is crowdfunding and how is it regulated?
Crowdfunding is a method of raising capital through the collective effort of a large number of individual investors, typically via the internet. It is regulated by the Securities and Exchange Commission (SEC) under the Jumpstart Our Business Startups (JOBS) Act, which allows companies to use crowdfunding to offer and sell securities.
What are private funds?
Private funds refer to pooled investment vehicles that are not required to register under the Investment Company Act. Examples include hedge funds and private equity funds. These funds typically have fewer regulatory restrictions but are limited to accredited investors.
What is a fund of funds?
A fund of funds is an investment strategy that involves holding a portfolio of other investment funds rather than investing directly in securities. This can provide diversification and professional management, but also may involve higher fees due to the layered structure.
What is involved in a public offering?
A public offering involves the sale of securities to the general public, typically through an initial public offering (IPO). This process is highly regulated and requires extensive disclosure, including a registration statement filed with the SEC. It allows companies to raise capital from a broad investor base.
How can Kelley Clarke Law help with securities compliance?
Our firm provides comprehensive support to ensure your securities offerings comply with all relevant regulations. We assist with filing requirements, regulatory compliance, drafting offering documents, and navigating the legal complexities of securities law to help you achieve your business objectives.
What are the consequences of non-compliance in securities law?
Non-compliance with securities regulations can result in significant penalties, including fines, sanctions, and reputational damage. It can also lead to legal action from regulatory bodies or investors. Our firm is dedicated to helping you stay compliant to avoid these risks.
Connect with Our Securities Team
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