The origin of the term blue sky as applied to securities fraud requires further research. Its earliest cited use by the United States Supreme Court was in an opinion by U.S. Supreme Court Justice Joseph McKenna in Hall vs. Geiger-Jones Co. ， 242 U.S. 539 （ 1917） ， a case that addressed the constitutionality of state securities laws. Oddly， McKenna is frequently （ and erroneously） given credit for inventing the term， even though J. N. Dolley used the term when pushing for passage of the Kansas statute in 1910， and McKenna s own opinion in Hall itself attributes the term to an unnamed， earlier source：
The name that is given to the law indicates the evil at which it is aimed， that is， to use the language of a cited case，“speculative schemes which have no more basis than so many feet of‘blue sky’”； or， as stated by counsel in another case，“to stop the sale of stock in fly-by-night concerns， visionary oil wells， distant gold mines and other like fraudulent exploitations”.Even if the deions be regarded as rhetorical， the existence of evil is indicated， and a belief of its detriment； and we shall not pause to do more than state that the prevention of deception is within the competency of government and that the appreciation of the consequences of it is not open for our review.
Kansas banking commissioner Dolley， railing against“blue sky merchants”when pushing for passage of the Kansas statute in 1910， observed that certain fraudulent investments were backed by nothing but the blue skies of Kansas. The Oxford English Dictionary has a cited use dating to 1906. Also， The New York Times （ and other national newspapers） frequently reported on the blue sky laws as various states began to enact them between 1911 and 1916. Thenewspapers expressly used the termblue sky to describe the laws.
brokerage / br uk rid /n. 回扣；佣金；中间人业务
duplicate / dju plikeit/vt.复制；使加倍n.复制品；副本
duplication / dju pli kein/n.复制；副本；成倍
preempt /pri empt/vt.先占；先取；以先买权获得
erroneous /i r uni s/adj.不正确的；错误的
attribute / tribju t/n.属性；特质vt.把归于；归属
fraudulent / fr djul nt/adj.不正的；欺骗性的
exploitation / ekspl i tein/n.开发，开采；利用；广告推销
rhetorical /ri t rik l/adj.修辞学的；修辞的；夸张的
securi ti es regul ati on 证券监管
over the counter（证券等）不通过交易所直接售给顾客的
sel ecti ve di scl osure选择性披露
fi nanci alm arket金融市场
pri m ary m arket一级市场
secondary m arket二级市场
1. raud （欺诈，欺骗行为） ： In thebroadestsense， a fraud is a deception madefor personal gain or to damage another individual. The specific legal definition varies by legal jurisdiction. Fraud is a crime， and is also a civil law violation. Many hoaxes are fraudulent， although those not made for personal gain are not technically frauds. Defrauding peopleof money is presumably themost common type of fraud， but therehave also been many fraudulent“discoveries”in art， archaeology， and science.
2. tock brokers （股票（或证券）经纪人（或机构）） ： A stock broker or stockbroker is a egulated professional who buys and sells shares and other securities through market akers or Only Agency Firms on behalf of investors.
3. ecurities fraud （证券欺诈） ： Securities fraud， also known as stock fraud and investment fraud， is a practicein which investors makepurchaseor saledecisions on thebasis of false information， frequently resulting in losses， in violation of the securities laws.
4. Uniform Securities Act （《统一证券法》） ： The Uniform Securities Act （ USA） is a odel statutedesigned to guideeach statein drafting its statesecurities law. It was created by the National Conference of Commissioners on Uniform State Laws （ NCCUSL） .
5. National Securities Markets Improvement Act of 1996 （NSMIA） （《1996年全美证券市场促进法》） ： The National Securities Markets Improvement Act of 1996 is an mendment to United States federal securities laws in order to promote efficiency and apital formation in the financial markets， and to amend the Investm ent Com pany Act of 1940 to promote more efficient management of mutual funds， protect investors， and rovide more effective and less burdensome regulation between states and the Federal overnment.
6. Securities Litigation Uniform Standards Act of 1998 （《1998年证券诉讼统一标准》） ： The Securities Litigation Uniform Standards Act of 1998 （ SLUSA） is a federal egislative act in the United States regarding private class action lawsuits for securities raud. SLUSA amended portions of theSecurities Act of 1933 and theSecurities Exchange Act of 1934 to preempt certain class actions that alleged fraud under state law“in connection with the purchase or sale”of securities. Such lawsuits cannot be filed in state or federal court.
