Legal.online
Col. 29, July 1997
Copyright 1997 Robert J. Ambrogi
Best Internet Resources For Securities Lawyers
By Robert J. Ambrogi
It started as a novel experiment, but its success helped pave the way for government information on the Internet.
In 1994, the non-profit Internet Multicasting Service began offering the Securities and Exchange Commission’s EDGAR database of corporate filings free via the Internet. A year later, as its funding was about to expire, IMS urged the SEC to continue where it would leave off.
At first, the SEC hedged, but in August 1995, it announced it would take on the task of providing free Internet access to EDGAR.
Two years later, securities lawyers can find a wealth of useful information free on the Internet. Here is a guide to the best.
Practice Resources
Blue Sky Law, http://www.law.ab.umd.edu/marshall/bluesky. Devoted to Internet research in securities regulation, this site contains a number of original articles, the full text of the Uniform Securities Act and 1988 amendments, and a thorough collection of links to blue sky laws, information and resources. A highlight is the hypertext guide to state laws, listing each state’s securities statute, enforcement agency, and most recent court interpretation, together with links to any of those documents available on the Web. Sponsored by the University of Maryland.
Law Journal EXTRA! Securities Law, http://www.ljextra.com/practice/securities/index.html, has current news articles, court decisions and legislative updates regarding securities law, as well as in-depth articles from the National Law Journal, a library of law firm memoranda on securities law, and a collection of links to other Internet resources.
NYU EDGAR, http://edgar.stern.nyu.edu/index.html. A database of SEC filings of all companies that file electronically, from Jan. 1, 1994, when the project began. Filings are available here within 24 hours. The advantage of this site over the SEC site, discussed below, is a greater range of search options. Otherwise the two offer much the same information. The site allows you to track the movement of mutual funds through all quarterly filings. It currently includes only a small number of fidelity funds but will be expanding. Also includes corporate profiles and frequently asked questions. Sponsored by New York University’s Stern School of Business.
Securities and Exchange Commission, http://www.sec.gov. Internet home of EDGAR (Electronic Data Gathering, Analysis and Retrieval System). Updated daily, the database allows you to retrieve any document filed electronically with the SEC since Jan. 1, 1994. EDGAR archives can be searched for any information that might appear in a document’s header. You can also search by ticker symbol. The site also houses current SEC rule making, SEC enforcement actions, and press releases and speeches.
Securities Class Action Clearinghouse, http://securities.stanford.edu, operated by Stanford Law School, provides detailed and timely information about securities fraud litigation, for use by the legal community, investors and the media. The Clearinghouse publishes or links to the full text of complaints, motions, judicial opinions, and other major class action filings and organizes them all under its own full-text search engine. From the site, you can register to receive automatic notices of litigation developments by e-mail. In addition to its full text offerings, the site includes analyses of complaints summarizing their major allegations, docket sheets from the Northern District of California, settlement documents, and links to related information. This is an extremely useful, informative and innovative site.
Securities Law Homepage, http://www.seclaw.com. An extensive introduction to securities law, federal and state, written by Mark J. Astarita, a lawyer in New York, as well as other information such as important court decisions and pending regulations. Also features broker, arbitration, and investor information centers. A comprehensive and well-constructed site.
Center for Corporate Law, http://www.law.uc.edu/CCL. Designed to be a repository of electronic data for corporate and securities lawyers, this site includes the Securities Act of 1933 and associated rules and forms, the Securities Exchange Act of 1934 and associated rules, and Regulations S-K, S-B, S-T and S-X. It is sponsored by the University of Cincinnati College of Law.
NASD Regulation Inc., http://www.nasdr.com. The NASD’s well-designed Web site provides a general overview of securities regulation as well as detailed information on practice and procedure. Among its features: reports of all enforcement actions taken since 1996; descriptions of arbitration and mediation procedures, including the NASD’s arbitration code; and a guide to investor protection.
Bank.Net, http://bank.net/home.rich.html. A thorough collection of annotated links to securities firms and investment resources on the Internet.
Corporate Advisor, http://www.haledorr.com/publications/corp/CorpDirectory.html. This newsletter from the Boston firm Hale and Dorr includes articles on EDGAR, an overview of the Private Securities Litigation Reform Act of 1995, and a discussion of limited liability companies in Massachusetts. Most recent issue is January 1996.
Corporate Finance Network (CorpFiNet), http://www.corpfinet.com. News, directories, and newsletters for a range of subject areas, from accounting to venture capital. For lawyers, The Electric Prospectus newsletter focuses on securities law in Cyberspace.
FinWeb, http://www.finweb.com. An annotated collection of links to general securities and finance-related resources on the Web.
New York Stock Exchange, http://www.nyse.com. Little here directly relates to securities law, but there is much of interest to the securities lawyer, including a directory of listed companies with links to their Web sites, a glossary of financial terms, an archive of trading data, and the full text of the NYSE’s monthly newsletter.
Securities Fraud and Investor Protection, http://www.securitieslaw.com. Designed primarily for lay people, this site, from Boston securities lawyer Harry S. Miller, discusses causes of action, calculation of damages, and other topics also of interest to legal professionals.
Global Securities Information, http://www.gsionline.com. This is a fee-based service for delivery of EDGAR filings and other SEC information, but it also has free information, including the SEC Digest, the Securities and Exchange Act, and the SEC phone book.
Library of SEC Materials, http://allan.stern.nyu.edu/sponsors/sponsors.html. This library is sponsored by R.R. Donnelley financial printers and is associated with the NYU Edgar site discussed above. It includes the 1994 version of the SEC Filer’s Manual and Donnelley’s Guide to Filing SEC Forms. The site is out of date an no longer linked directly from the NYU home page.
SEC Guide to Forms, http://edgar.stern.nyu.edu/docs/general.html. Taken from a 1991 SEC publication, this discusses the SEC’s various forms and what they contain. Out-of-date, but still of use as a general reference.
Investors’ Law Center, http://www.investoraid.com. Calling itself, "The Internet center for the abused investor," this Web site, from a Florida law firm of the same name, provides general consumer information about securities disputes.
Associations
Business Law Section, American Bar Association, http://www.abanet.org/buslaw/home.html. General information about section membership, events and publications.
National Association of Bond Lawyers, http://www.nabl.org. General information about membership, events and publications.
State Regulators
More than half the agencies responsible for enforcing state securities laws have Web sites, some with only general contact information and others with more extensive information. Here is where to find them.
Journals/Articles
Securities Regulation and Law Report, http://www.bna.com/newsstand/newsweb/235e.htm.The full text of this BNA periodical is available on the Web, but only to subscribers. The minimum subscription is $1,500, which allows up to five users.
Listservs/Newsgroups
Bizlaw is a discussion list primarily for teachers of business associations, corporations, agency and partnership, limited liability companies and related entities, corporate finance, business planning, securities regulation, mergers and acquisitions, and related subjects. Practitioners are welcome, but discussions can be academic and theoretical. To subscribe, send the following message to listserv@law.ab.umd.edu: "subscribe bizlaw."
Bluesky is a state securities law list for practitioners, state securities regulators, and academics. To subscribe, send the following message to listserv@law.ab.umd.edu: "subscribe bluesky."
Fedsec is for discussion of federal securities law. To subscribe, send the following message to listserv@law.ab.umd.edu: "subscribe fedsec Your Name."
Securitieslaw-l is for discussion of all topics relating to the law of financial markets. To subscribe, send the following message to listserv@aall.wuacc.edu: "subscribe securitieslaw-l your name."
Robert J. Ambrogi, a lawyer in Rockport, Mass., is editor of legal.online, a monthly newsletter about the Internet (http://www.legalonline.com). He can be reached by e-mail at rambrogi@legaline.com or by phone at (978) 546-7898.