Securities Law Commons^™

Stock In A Closely Held Corporation:Is It A Security For Uniform Commercial Code Purposes?, Tracy A. Powell

Vanderbilt Law Review

The term security has many applications. No application, however,is more important than when an interest owned or traded is determined to be within the legal definition of security. Security is defined by statutes and applied by many courts for the purposes of federal securities laws and for state blue sky laws. When interpreting the term security for federal securities laws, courts have emphasized the underlying congressional purpose of protecting investors. State courts also have interpreted the term liberally in an effort to protect the public under blue sky laws.'

The definition of security in the Uniform Commercial Code(U.C.C.), however, has …