State "Blue Sky" and Federal Securities Laws

The subject of state and federal regulation of securities is one with which most lawyers have little familiarity. It may not have been discussed in any of their law school courses;' and their practice may have involved the organization and financing of few if any corporations. This lack of familiarity results in unawareness of the "extent to which security transactions are subject to regulation, a sometimes erroneous assumption that securities may be issued lawfully by the occasional corporate (and even noncorporate) client without necessity for complying with statutory requirements, and an overlooking of possible rights of clients who may have purchased improperly issued securities.