Securities laws, both at the federal and state level, regulate the sale of investment interests, or securities, in companies. Examples of securities include shares of stocks or partnership units, bonds issued to finance a building project, and a loan or mortgage package offered for sale by a financial institution. Securities laws and the accompanying regulations are designed to prevent fraudulent sales of securities and insure that investors receive accurate information necessary to make an informed investment decision. Unless an exemption is available, most sales of securities are required to be registered with the Securities and Exchange Commission (SEC) and corresponding state agencies. Companies whose securities are publicly traded are also required to file regular reports with the SEC and comply with rules regarding trading practices.
Securities laws are exceedingly complex, and securities lawyers must be detail-oriented and enjoy deciphering puzzles. Securities lawyers are frequently called upon to guide clients through the maze of securities law and regulations to assure compliance. In addition, prior to filing documents with the SEC, securities lawyers engage in ‘due diligence’, which involves fact checking all statements in the documents for accuracy and insuring that all necessary disclosures have been made. This requires an in-depth understanding of the client and its business, and involves reading numerous contracts and other documents and understanding complex business transactions. Securities lawyers also participate in the negotiation of the terms of investment instruments and the transactions related to their issuance, such as merger agreements, partnership agreements, and loan agreements, and work with third parties involved in the financing, such as brokers or underwriters, in drafting necessary documents. The securities law practice can be repetitive, and is rule-driven and deadline-driven.
Most attorneys who specialize in securities law work for a large or mid-size law firm with a business-oriented practice or for a government agency at the state or federal level, such as the Securities Exchange Commission or a state’s Secretary of State’s Office.
Skills needed by Securities Lawyers include:
- Expert knowledge of applicable laws
- Excellent analytical skills
- Creative thinking skills
- Ability to understand and explain complex legal and financial concepts
- Negotiation skills
- Ability to draft detailed and complex financial agreements
- Superior attention to detail, even when under pressure
Places to seek internship/externships or full time positions include:
- State: Secretary of State’s Office, Securities Division
- Federal: US Securities & Exchange Commission – www.sec.gov/jobs/jobs_students.shtml
- Edward Jones and other financial advisors in their in-house legal and compliance departments
- Large firms in Kansas City and St. Louis, such as Husch Blackwell; Polsinelli Shughart; Hughes, Hubbard & Reed; Hinshaw & Culbertson; and Lewis Rice Fingersh
- Mid-Missouri Firms that do some transactional work, including securities: Van Matre, Harrison, Volkert & Hollis; and Inglish & Monaco
Alumni Mentors (in Symplicity under the mentor tab) who do securities-related work:
- Tom Azar at Thompson Coburn
- Richard Worth at Weiss & Associates
- Matt Schelp at Jensen, Bartlett & Schelp
Other Helpful Resources:
- “The Official Guide to Legal Specialties” by Lisa L. Abrams, J.D. – available in the Library of the Career Development Office