In the United States, securities, securities offerings, and the securities industry are regulated at both the federal and state levels. The federal government, each state, the District of Columbia, Puerto Rico, the US Virgin Islands, and Guam have adopted legislation regulating securities, securities offerings, and the securities industry. State-level securities statutes and regulations are commonly referred to as “blue sky laws”.

Blue sky issues arise primarily in three distinct areas:

Due to the sheer number of blue sky laws and regulations (which include the securities laws and regulations of all 50 states, the District of Columbia, Puerto Rico, the US Virgin Islands, and Guam), the complexity of many blue sky laws, the intricate interaction between blue sky laws and regulations on one hand and the federal securities laws on the other, and the preemption of many blue sky laws and regulations after the enactment of the National Securities Markets Improvement Act of 1996, the blue sky laws often generate a series of difficult and complex legal issues.

This Toolkit includes links to resources that offer a wide array of tools and guidance to assist securities counsel and their clients in navigating many of the blue sky law issues that arise in connection with securities transactions and advisory matters.