Things worth reading.
Where the firm publishes, where the rules actually live, and a short glossary of the words that cause the most trouble.
Regulatory updates.
Evans Law, PC publishes securities and regulatory updates on its main website. Those are the firm’s own writing and live there.
Evans Law updates →
Regulatory, enforcement and rule-change updates written by the firm.
Evans Law resources →
The firm’s own resource library.
Note for the client
This site has a working article template and listing architecture ready to use, but no articles have been published to it. Nothing has been invented or back-dated to fill the space. Say the word and existing updates can be migrated or new ones drafted here.
Go to the actual rule.
Secondary summaries are useful right up until the moment they are not. These are the places the answer actually comes from.
SEC.gov →
Rules, releases, no-action letters, enforcement actions and investor guidance.
EDGAR →
Public company and fund filings. Where you check what was actually disclosed, rather than what was said.
FINRA rules & guidance →
The rulebook, notices to members and interpretive guidance.
BrokerCheck →
Registration and disclosure history for firms and representatives.
Investment Adviser Public Disclosure →
Form ADV filings for registered investment advisers.
California DFPI →
California’s financial protection and innovation regulator, including state securities matters.
A short glossary of expensive words.
These are general descriptions, not legal definitions. The legal definitions live in statutes, rules and the document in front of you — which is rather the point of the glossary.
Boilerplate
Language everyone agrees is standard, right up until the day it is litigated. There is no legal category called boilerplate. There are only clauses nobody negotiated.
Material
Broadly, information a reasonable investor would consider important in making a decision. It is a judgment made after the fact by people who already know what happened, which is why the safe answer is usually to disclose it.
Reasonable
The most common word in financial regulation and the least self-explanatory. It generally means: consistent with what a careful firm in the same position would have done, judged against the record you kept at the time.
Due diligence
The investigation performed before recommending or selling something, and the file proving it happened. The investigation without the file is very difficult to distinguish, years later, from no investigation.
Suitability
Whether a recommendation fits the particular customer — their objectives, circumstances and tolerance for risk. Not whether the investment was good. Not whether it went up.
Supervision
The system a firm uses to make sure its people follow the rules. Regulators assess the system, not the intention. A supervisory procedure describing a business the firm no longer operates is worse than none, because it documents the gap.
Best efforts
In an offering context, that the placement agent will try to sell the securities but is not committing to buy them. In a contract generally, a phrase that has produced a remarkable amount of litigation for two words that sound reassuring.
Disclosure
Telling the investor the things that would change their mind, in a place they can find, in language they can follow. Disclosure buried on page 287 is disclosure in the technical sense and a problem in every other sense.
Exhibit C
Not a legal term. A recurring joke on this website about the place in a document set where the consequential provisions are usually located, because nobody reads that far. Read that far.
Reading is not advice.
If a rule on one of those sites seems to describe your situation, that is a reason to talk to a lawyer, not a reason to be confident.
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