Faculty Journal Articles and Book Chapters

Understanding Securities Law

Marc I. Steinberg, Southern Methodist University, Dedman School of Law


The seventh edition of Understanding Securities Law provides comprehensive coverage of the federal securities laws, including legislative, judicial, and SEC pronouncements. Additions to the new edition include the 2015 congressional legislation (the FAST Act), SEC rule-making with respect to capital raising, and important U.S. Supreme Court decisions.

Like earlier editions, the seventh edition follows a logical sequence of analysis of a securities issue. The author begins by defining 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;
  • Sarbanes-Oxley Act;
  • Dodd-Frank Act
  • SEC Securities Act Offering Rules;
  • Resales and reorganizations;
  • Due diligence;
  • Liabilities and remedies;
  • Affirmative disclosure duties;
  • Insider trading;
  • SEC enforcement; and
  • Professional responsibility.

The author also includes a glossary of key terms, statutes, rules, regulations and forms and schedules, and comparative charts synopsizing previously discussed materials. The text covers the regulation of public and privately held companies under the Securities Acts, SEC fraud, concepts, civil liabilities under the securities laws, and state Blue Sky laws. It also discusses the Sarbanes-Oxley legislation, SEC public offering rules, SEC regulations on the resale of securities, and recent federal Supreme Court and appellate court decisions.

This widely-adopted reference text continues to be embraced as a “go-to” source for both law students and practicing attorneys.