A Securities Regulation, Litigation, and Enforcement Handbook

Securities laws and regulations have continued to be essential to our economy and well-being in ways we never expected. The SEC has continued to expand its reach into such issues as crypto assets in addition to its normal regulatory activities, and they are becoming more like traditional registrant categories themselves. Even though there appear to be fewer new SEC rules, the SEC’s rulemaking appears to be more practical. The SEC’s “Examination Priorities” for 2026 emphasizes adherence to fiduciary standards of conduct by investment advisors, examinations of registered investment companies, responsibility rules for broker-dealers, and many more. We expect to see more cases brought by the SEC alleging traditional fraud theories such as insider trading and market manipulation, to say nothing of the new “AI washing” and increased corporate controls and governance. We also expect to continue to see far more securities class actions in federal (and some state) courts. For example, Cornerstone Research tells us that in 2024, there were 225 federal and state class action filings in which mega settlements brought over $100 million per case and median settlements were $14 million per case. Securities law is being shaped by courts as much as by the SEC and we are once again considering subjects such as materiality and the significance of the Private Securities Litigation Reform Act. We are also seeing more arbitrations in which securities laws are becoming more technical and useful.

This Third Edition offers thirty percent more than our earlier editions, and it expands our review of current securities law issues such as SEC policy goals, the allocation of power among Congress, Courts, the SEC and private plaintiffs, causation, price impact, and damages. Our readers will observe that class certifications and arbitrations are becoming far more important,and they are seeing more judgments and fewer new regulations. As the SEC reminds us in its 2026 Examination Priorities, “[its] efforts will support registrants, strengthen their ability to meet regulatory obligations and comply with federal securities laws.”

We agree and we hope that this Third Edition will continue to guide our readers on the essential fundamentals of U.S. securities laws and regulations while at the same time educating them on such issues as securities litigation and enforcement, civil and criminal liability, class actions, market manipulation, insider trading, cryptocurrencies and digital assets, and the PSLRA.