美国证券法是由美国联邦和州立法机关制定的有关证券、证券发行和证券流通的法律规范的总称，依据其适用范围可分为联邦证券法和州证券法两类。联邦证券法适用于所有的跨州证券发行和流通，主要包括《1933年证券法》、《1934年证券交易法》、《1935年公用事业控股公司法》、《1939年信托契约法》、《1940年投资公司法》和《1940年投资顾问法》；此外，《1938年马罗内法》、《1939年银行法》、《1968年威廉姆斯法》、《1970年证券投资人保护法》、《1974年商品期货交易委员会法》、《1984年内幕交易制裁法》及《1986年政府证券法》等也从不同角度对联邦证券法作了重要的补充和修正。《1933年证券法》和《1934年证券交易法》在联邦证券制度中居于重要地位。前者主要适用于证券发行阶段，它对证券的定义、承销过程、发行规则作了较为详细的规定；后者侧重于证券流通的管理，它对证券经纪人公司、证券交易市场、上市证券的登记、代理公示、交易规则等设有详尽的规定。州证券法仅适用于各州内的证券发行和流通。它通常由三部分组成：①各州的公司法，它不仅对公司机构、公司内部关系和公司经营有规定，而且对股票的发行、转让、赎买、征集投票、代理证书、股权收购也有基本规定；②各州的证券法（俗称“蓝天”法） ，它在很大程度上沿袭了联邦证券法的基本规则，特别是禁止性规则；③各州的证券转让法。
Securities Regulation in the United States
Securities regulation in the United States is the field of U.S. law that covers various aspects of transactions and other dealings with securities. It includes both Federal and state level regulation by purely governmental regulatory agencies， most notably the Federal level United States Securities and Exchange Commission （ SEC） . There are also quasi-governmental organizations“self-regulatory organizations”（ SRO s） such as the Financial Industry Regulatory Authority （ FINRA）（ formed by the merger of the enforcement divisions of the National Association of Securities Dealers， Inc. （ NASD） and the New York Stock Exchange， Inc. （ NYSE） ） . A significant influence is exerted by the availability of private rights of action under both state and federal securities laws， as well as more generalized laws covering fraud. Futures and some aspects of derivatives are regulated by the Federal Commodity Futures Trading Commission （ CFTC） .
There are eight principal United States federal statutes in the area of securities regulation：
Securities Act of 1933
Securities Exchange Act of 1934
Public Utility Holding Company Act of 1935
Trust Indenture Act of 1939
Investment Company Act of 1940 I
nvestment Advisers Act of 1940
Securities Investor Protection Act of 1970 S
arbanes-Oxley Act of 2002
There are also fairly extensive regulations under these laws， largely made by the SEC. One of these regulations， known by its citation 10b-5， is particularly notable because it creates and regulates federal civil liability in between private parties in transactions involving securities which are otherwise exempt from federal securities regulation.
State laws governing issuance and trading of securities are commonly referred to as blue sky laws.
Before the Wall Street Crash of 1929， there was little regulation of securities in the United States at the Federal level. The crash spurred the Congress to hold hearings， known as the Pecora Commission， after Ferdinand Pecora.
After holding hearings on the abuses， Congress passed the Securities Actof 1933 . It regulates the interstate sales of securities and made it illegal to sell securities into a state without complying with the state law. It requires companies which want to sell securities publicly to file a registration statement with the U.S. Securities and Exchange Commission. The registration statement provides a lot of information about the company and is a matter of public record. The SEC does not approve or disapprove the issue， but lets the statement“become effective”if sufficient required detail is provided， including risk factors. Afterward， the company can begin selling the stock issue， usually through investment bankers.
The following year， Congress passed the Securities Exchange Act of 1934， which regulates the secondary market （ general-public） trading of securities. Initially， the 1934 Act applied only to stock exchanges and their listed companies （ as the word“Exchange”in the Act s name implies） . In the late 1930s， the Act was amended to provide regulation of the over-the-counter （ OTC） market. In 1964， the Act was amended to apply to companies traded in the OTC market.
In October 2000， the Securities and Exchange Commission ratified Regulation Fair Disclosure （ Reg FD） ， which required publicly traded companies to disclose material information to all investors at the same time. Reg FD helped level the playing field for all investors by helping to reduce the problem of selective disclosure.
The U.S. Securities and Exchange Commission （ commonly known as the SEC） is an independent agency of the United States government which holds primary responsibility for enforcing the federal securities laws and regulating the securities industry， the nation s stock and options exchanges， and other electronic securities markets. The SEC was created by section 4 of the Securities Exchange Act of 1934（ now codified as 15 U.S.C.§78d and commonly referred to as the 1934 Act） . In addition to the1934 Act that created it， the SEC enforces the Securities Act of 1933， the Trust Indenture Act of 1939， the Investment Company Act of 1940， the Investment Advisers Act of 1940， the Sarbanes-Oxley Act of 2002 and other statutes.
The SEC is composed of five commissioners， of which no more than three can be from a single political party. Each commissioner serves a five-year term that are staggered so that one commissioner s term ends on June 5 of each year.
The SEC was established by the United States Congress in 1934 as an independent， non-partisan， quasi-judicial regulatory agency during the Great Depression that followed the Crash of 1929. The main reason for the creation of the SEC was to regulate the stock market and prevent corporate abuses relating to the offering and sale of securities and corporate reporting. The SEC was given the power to license and regulate stock exchanges， the companies whose securities traded on them， and the brokers and dealers who conducted the trading.
