Document Type
Article
Publication Title
University of Chicago Law Review
Abstract
This article argues for shift in the antifraud rules within the securities laws to a more company-based approach. The article contends also that most of the recent SEC recommendations to shift to a company-based registration and disclosure system are either unrelated to achieving a company registration system or move the current regime only marginally toward such a system in substance. The article also argues that, in fact, the only area where a company-based approach would add value is in the application of the antifraud rules. Antifraud rules currently apply based on the transaction-involved; public offerings, for example, encounter much more stringent antifraud protection than private placements. Company-based antifraud rules - that applied the same level of antifraud protection against a company regardless of the transaction involved - not only would reduce frivolous litigation and conserve judicial resources, but a company-based antifraud regime would also reduce the incentive for companies to make use of the Securities Act's many transaction exemptions. As a result, company-based antifraud rules also provide many of the reduced complexity benefits as the Advisory Committee's more formal recommendation.
First Page
567
DOI
https://doi.org/10.2307/1600290
Volume
64
Publication Date
1997
Recommended Citation
Stephen J. Choi,
Company Registration: Toward a Status-Based Antifraud Regime,
64
University of Chicago Law Review
567
(1997).
Available at:
https://gretchen.law.nyu.edu/fac-articles/1368
