SECURITY - The Law Mind Legal Dictionary

SECURITYAuthored

The Law Mind • 1619 words

Definition

SECURITY carries three distinct legal meanings that appear across different areas of practice. Researchers must identify which sense a source is using before drawing conclusions.

Collateral or Guarantee (Debt and Commercial Law). A security is any obligation, pledge, mortgage, deposit, lien, or other arrangement given by a debtor to assure the creditor of payment or performance. The security does not replace the underlying debt — it backs it. If the principal obligation fails, the creditor may resort to the security. In this sense, the term describes the instrument or arrangement itself (a mortgage is a security) as well as the asset subject to it (the collateral is the security).

A Tradeable Financial Instrument (Securities Law). A security is an investment instrument representing either an ownership interest (stock, equity) or a debt obligation (bond, note, debenture) issued by a corporation, government, or other entity and traded in capital markets. This meaning is governed in the United States primarily by the Securities Act of 1933 and the Securities Exchange Act of 1934, both of which define "security" by statute in terms that have been extensively interpreted by courts. The statutory definition is notably broad and has been extended beyond traditional stocks and bonds to cover investment contracts, certificates of interest, and other instruments under the Howey test.

A Surety or Guarantor (Persons). In older usage, a security is a person who binds themselves to answer for the debt or default of another. Burrill explicitly flags this usage while noting that surety is the more precise term. This personal sense appears frequently in historical sources and older pleading records.

Common Language

Modern common usage (Wiktionary): The condition of not being threatened, physically, psychologically, or financially; something that secures; an organization responsible for maintaining order; a tradeable financial asset.

Historical common usage (Webster's 1913): The condition or quality of being secure; freedom from apprehension or anxiety; confidence in safety. Also used, notably, to mean carelessness or negligence — as in the Scott and Shakespeare-era quotation where "security" implies dangerous overconfidence.

The gap between common and legal meaning runs in two directions. First, the ordinary sense of security as a feeling of safety or freedom from threat has almost no legal significance; the law is indifferent to the psychological state the word describes in everyday speech. Second, and more subtly, the Webster's 1913 secondary meaning — security as heedlessness or negligence — is entirely absent from legal usage and could mislead researchers reading historical non-legal commentary about legal affairs.

Common Confusion

Three confusions recur in research:

Security (collateral) vs. Security (financial instrument). A mortgage given to secure a loan is a security in the first sense. A mortgage-backed bond sold to investors may be a security in the second sense. The same underlying asset can implicate both meanings simultaneously in modern transactions. Historical sources almost never use the term in the securities-regulation sense; that meaning is a twentieth-century development.

Security vs. Surety. Older dictionaries, including Burrill and Bouvier, use security to mean the person who guarantees another's obligation — what modern law calls a surety or guarantor. Researchers reading pre-twentieth-century pleadings, bonds, or court orders should treat security as potentially referring to a person, not a thing.

Collateral Security vs. Security Generally. Anderson and Rapalje both note the distinction between a collateral security (a secondary or additional security given alongside a principal obligation) and security standing alone. A collateral security supplements; a primary security substitutes.

Recognized Forms

/SUBTYPES

Real Security. Security given in the form of an interest in real property (mortgage, deed of trust). Rapalje contrasts this with security on leaseholds or personalty, noting that the distinction carries practical consequences for priority and enforcement.

Personal Security. Security backed by the promise or obligation of a person — a bond, note, or guaranty — as distinguished from a lien on property.

Collateral Security. A security given in addition to, and alongside, the principal security or obligation. Anderson describes the collateral debt as postponed or delayed until the collateral security is applied.

Passive Security. Identified by Rapalje: a security giving the creditor the right to retain property until the claim is satisfied, but not the right to sell it. Distinguished from an active security, which permits the creditor to liquidate the collateral upon default.

Investment Security (Modern). The statutory category created by the securities acts covering stocks, bonds, notes, debentures, investment contracts, and related instruments subject to federal and state registration and disclosure requirements.

Why It Matters in Research

The term security is one of the most context-dependent in the legal lexicon, and anachronistic reading is a serious hazard. A source from 1850 using security almost certainly means collateral or a surety-person; it cannot mean a regulated financial instrument in the modern sense. The securities-regulation meaning did not crystallize until the 1930s federal statutes, and even then courts spent decades debating what instruments qualified.

For corpus researchers working in debt and commercial law, the active/passive security distinction drawn by Rapalje is practically important in English equity cases and will appear in nineteenth-century American chancery opinions tracking English authority. The distinction affects whether a creditor could foreclose and sell or merely hold.

For researchers in securities regulation, the definitional boundary of what constitutes a security is perpetually contested. The Howey investment-contract test (Supreme Court, 1946) is the central doctrinal tool, and modern disputes over whether cryptocurrency tokens, fractional interests, and novel instruments qualify as securities all turn on statutory definition questions that historical dictionaries cannot resolve — because the question postdates them entirely.

For researchers in suretyship and guaranty, the conflation of security with surety in older sources means that references to a person being security for a debt must be read as creating a suretyship obligation, with all the defenses and rights that entails, including the right of subrogation and discharge upon material alteration of the underlying obligation.

Jurisdictional variation in state securities law (blue sky laws) further complicates research. State definitions of security do not always track the federal statutory definition, and a given instrument may qualify as a security under one regime but not the other.

Historical Dictionary Support

The historical dictionaries converge on the collateral/guarantee meaning as primary. Black's (both editions), Burrill, Anderson, and Rapalje all lead with or prominently feature the idea of security as something that makes performance of an obligation more certain — an instrument, pledge, or lien given by a debtor. This consensus reflects the term's dominant practical function through the nineteenth century.

Burrill is the most precise in flagging the terminological instability: he notes that security, when applied to a person, is less proper than surety, signaling that even in his era the dual use created confusion. Rapalje adds the most analytical depth by distinguishing real from personal security and active from passive security — distinctions borrowed substantially from English equity practice that do not appear in Black's.

Anderson's entry is noteworthy for bridging the collateral meaning and the emerging financial-instrument meaning. His observation that securities, in popular acceptation, includes bills of exchange, promissory notes, and bonds for the payment of money anticipates the regulatory meaning without yet treating it as a distinct legal category subject to its own body of law.

Bouvier, as excerpted here, is fragmentary and offers little beyond a partial phrase. Researchers should not rely on Bouvier's entry as complete for this term.

What the historical dictionaries collectively miss is the regulatory dimension entirely. The securities acts, the investment-contract doctrine, the disclosure and registration framework, and the apparatus of the SEC are absent from all of them — not as an oversight but because those frameworks did not yet exist. A researcher using only historical dictionary sources to understand what constitutes a security in modern regulatory litigation will be fundamentally underequipped.

Jurisdictional Note

State blue sky laws define security independently of federal law, and some states employ broader definitions that capture instruments the federal courts have found fall outside the federal statutory definition. Researchers analyzing whether a particular instrument required registration must check both federal and applicable state law. Internationally, the term security as a financial instrument has counterparts in other legal systems (titre financier in French law, Wertpapier in German law) but the regulatory frameworks and definitional tests differ substantially.

Encyclopedia Cross-Reference

Secured Transactions — Security Interest (Definition and Creation), The Law Mind Contracts & Commercial Law Encyclopedia
Federal Securities, The Law Mind Business Organizations & Corporate Law Encyclopedia

SECURITYmain

Black's Law Dictionary • 1891

Protection; assurance; in- demnification. The term is usually applied to an obligation, pledge, mortgage, deposit, lien, etc., given by a debtor in order to make sure the payment or performance of his debt, by furnishing the creditor with a resource to be used in case of failure in the principal ob- ligation. The name is also sometimes given to one who becomes surety or guarantor for another.

SECURITYmain

Black's Law Dictionary (2nd Ed.) • 1910

Protection; assurance; inGemnification. The term is usually applied to an obligation, pledge, mortgage, deposit, lien, etc., given by a debtor in order to make sure the payment or performance of his . shaling § securities.

SECURITYmain

Rapalje & Lawrence • 1883

(1163) serve and defend the commonwealth as the land is sometimes called "real security," crown shall think fit.-F. N. B. 115. (1164) given in legal proceedings are of various kinds: when the rights of the parties have to be ascertained. Thus, a mortgage or bill of sale on fixtures, machinery or the like, in a given building, may be so framed as to cover articles of a like description placed in the building after the date of the security, with or without a clause empowering the mortgagor to take away any articles and replace them by others of equal value. (Holroyd v. Marshall, 10 H. L. Cas. 191; Fish. Mort. 25 et seq.; In re Colonial Trusts Corporation, 15 Ch. D. 469.) So a debenture may form a charge on the property for the time being of a company, including stock in trade, book debts, &c.; so that it may sell its stock in trade and buy new stock in trade, receive book debts and create new ones in such a way that, when the time comes for enforcing the security, the property then subject to it may be quite different from what it was when the security was given. As soon as proceedings are taken which necessitate an enforcement of the security (e.g. if the company goes into liquidation), the security becomes fixed, and no further change is possible. See In re Panama, &c., Co., L. R. 5 Ch. App. 318. 10. Judicial.-A judicial security exists where a right is enforceable by means of the powers vested in a court of law. Thus, a judgment is enforceable by execution against the property, and (in 13. In ordinary actions, security is in some cases required to be given to secure a right in question in the litigation: to this class belong stop orders, distringases, attachments of debts, payment of money and transfer of stock into court, deposit of property in court, &c. See BAIL, p. 105 п.; JUDGMENT, & 9. 14. In criminal and summary proceedings the defendant or prisoner is sometimes allowed to go at large on giving bail or entering into his own recognizance, instead of being detained in custody. (See BAIL, 26.) A person may also be required to give security to keep the peace. ARTICLES OF THE PEACE; BREACH OF THE PEACE; RECOGNIZANCE, § 4. See 15. Security for costs. Security is sometimes required to be given in relation to the proceedings themselves. Thus, in an ordinary action the plaintiff may, in certain cases (as where he permanently resides out of the jurisdiction of the court), be compelled to give to the defendant security for the costs of the action, (Sm. Ac. 99; Coe Pr. 129; Dan. Ch. Pr. c. ii., ? 4,) generally either by entering into a bond with sureties, or by paying money into court. An appellant may also be required to give security for the costs of the appeal, e. g. if he appears to be insolsome cases) against the person of the vent. (Wilson v. Smith, 2 Ch. D. 67; Grant defendant; and, therefore, a judgment v. Banque Franco-Egyptienne, 2 C. P. D. creditor who has taken the proper steps to 430.) As to security on removing causes enforce his judgment is a secured creditor. from inferior courts, see REMOVAL, § 3, 4. (See CREDITOR, ¿ 2; JUDGMENT, & 16.) TO In criminal and summary proceedings the this class may also be referred cognovits, complainant or prosecutor is generally warrants of attorney, garnishee orders, required to enter into a recognizance, by stop orders, charging orders, distringas which he binds himself to prosecute the notices (see the various titles). proceedings. 16. In a secondary sense, "security" denotes an instrument by which a security is created or evidenced, such as a bond, bill of exchange, debenture, scrip, &c. 11. Agreement of parties, or operation of law. With reference to its origin, a security is either created by agreement of the parties or by operation of law; a mortgage or bond is an instance of the former class-a retaining lien of the latter. 370. (Conn.) 227, 230. SECURITY, (defined). 3 N. Y. Leg. Obs. 367, (equivalent to "pledge"). 2 Day (in what, trustees may invest trust 6 Madd. 295; 3 Swanst. 63, 87 n. (approbation of, is not necessary). 14 (when must be by recognizance). 7 12. With reference to the purpose for which they were created, securities may be divided into (1) ordinary securities, namely, those created to secure the payment of a funds). debt or the performance of an obligation Mass. 167. between private persons; and (2) securities given in legal proceedings. Securities Johns. (N. Y.) 19.

SECURITYn.

Websters Unabridged Dictionary (1913) • 1913

The condition or quality of being secure; secureness. Specifically: Freedom from apprehension, anxiety, or care; confidence of power of safety; hence, assurance; certainty. His trembling hand had lost the ease, Which marks security to please. Sir W. Scott. Hence, carelessness; negligence; heedlessness. He means, my lord, that we are too remiss, Whilst Bolingbroke, through our security, Grows strong and great in substance and in power. Shak. Freedom from risk; safety. Give up yourself merely to chance and hazard, From firm security. Shak. Some . . . alleged that we should have no security for our trade. Swift. That which secures or makes safe; protection; guard; defense. Specifically: Something given, deposited, or pledged, to make certain the fulfillment of an obligation, the performance of a contract, the payment of a debt, or the like; surety; pledge. Those who lent him money lent it on no security but his bare word. Macaulay. One who becomes surety for another, or engages himself for the performance of another's obligation. An evidence of debt or of property, as a bond, a certificate of stock, etc.; as, government securities.

securitynoun

Wiktionary (English) • 2026

Wiktionary contributors • CC BY-SA 4.0 • via Kaikki
Extracted and formatted for display by Law Mind. Source link opens the current Wiktionary page and its contributor history; it is not a frozen copy of this extract.

The condition of not being threatened, especially physically, psychologically, emotionally, or financially. | Something that secures. | An organization or department responsible for providing security by enforcing laws, rules, and regulations as well as maintaining order. | Something that secures the fulfillment of an obligation or law. | Freedom from apprehension. | A tradeable financial asset, such as a share of stock or any of various classes of bond.ᵂ | Proof of ownership of stocks, bonds or other investment instruments. | Property etc. temporarily relinquished to guarantee repayment of a loan. | A guarantee. | Carelessness; negligence.

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