Rethinking Securities Law

The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) invocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy. This book focuses on "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act.

In 1978, the American Law Institute (ALI) adopted the ALI Federal Securities Code. The Code has not been enacted by Congress and its prospects are dim. Since that time, no treatise, monograph, or other source comprehensively has focused on this meritorious subject. The objective of this book is to identify the deficiencies that exist under the current regimen, address their failings, provide recommendations for rectifying these deficiencies, and set forth a thorough analysis for remediation in order to prescribe a consistent and sound securities law framework. By undertaking this challenge, the book provides an original and valuable resource for effectuating necessary law reform that should prove beneficial to the integrity of the U.S. capital markets, effective and fair government and private enforcement, and the enhancement of investor protection.

• Identifies important problematic aspects of the securities laws, focusing principally on the Securities Act of 1933 and the Securities Exchange Act of 1934
• First source in over four decades comprehensively to analyze this subject matter - rethinking the securities laws
• Features clear analysis of statutory, regulatory, and judicial actions

About the Author
Acknowledgments
Chapter 1. Rethinking Securities Law - Laying the Groundwork
Chapter 2. The Disclosure Regimen of the Federal Securities Laws
Chapter 3. Exemptions from Securities Act Registration
Chapter 4. The Securities Act Registration Process
Chapter 5. Federalization of Corporate Governance
Chapter 6. Private Securities Litigation
Chapter 7. Insider Trading
Chapter 8. Mergers and Acquisitions
Chapter 9. The Securities and Exchange Commission
Chapter 10. Summary of Recommendations for Adoption