F. Hodge O'Neal Corporate and Securities Law Symposium

Foreword

F. Hodge O'Neal Corporate and Securities Law Symposium

Dedication to A. A. Sommer, Jr

Joel Seligman
All of the speakers we invited to the symposium are here today with one exception. Al Sommer’s health is not what it once was. Al is a figure who has had a commanding role in corporate and securities for the past four decades. After consultation with the Washington University Law Quarterly, I am honored to say that the Quarterly will be dedicating this symposium to Al.
F. Hodge O'Neal Corporate and Securities Law Symposium

State Registration of Securities: An Anachronism No Longer Viable

Charles H. B. Braisted
A number of articles and treatises give a detailed recitation of the history of blue sky laws, the reasoning behind the different approaches taken by federal and state legislators, and the arguments for and against each. There is no need to rehash the arguments here, pro or con. A cursory review of certain developments of the last fifteen years might be in order, however.
F. Hodge O'Neal Corporate and Securities Law Symposium

The Insidious Remnants of State Rules Respecting Capital Formation

Rutheford B. Campbell Jr.
The purpose of this Article is to argue that Congress, notwithstanding the significant problems illuminated by public choice theory and interest group analysis, should complete the work it started with the National Securities Markets Improvement Act of 1996 by entirely preempting state control over capital formation. Only in this manner is it possible to reach the goal of a modern, fair, and efficient regulatory scheme for capital formation.
F. Hodge O'Neal Corporate and Securities Law Symposium

Constitutional Federalism, Individual Liberty, and the Securities Litigation Uniform Standards Act of 1998

A. C. Pritchard
Part I provides background on the historical development of constitutional federalism, the Supreme Court’s decisions in this area, and the apparent demise of constitutional limits on federal power. Part II then reviews the Court’s revival of constitutional federalism over the last decade. Part III focuses on the Court’s decisions applying the principles of constitutional federalism to state courts. Part IV provides background to Congress’s enactment of the Uniform Act and…
F. Hodge O'Neal Corporate and Securities Law Symposium

Reflections on Dual Regulation of Securities: A Case for Reallocation of Regulatory Responsibilities

Manning Gilbert Warren III
I address the scope of state regulatory power that remains given the National Securities Markets Improvement Act of 1996’s dictates and prerogatives. I then suggest for consideration significant alterations to the regulatory role traditionally performed by the states.
F. Hodge O'Neal Corporate and Securities Law Symposium

“Best Execution, Price Transparency, and Linkages: Protecting the Investor Interest”

Arthur Levitt
Today I want to revisit the components of best execution, transparency, and linkages, but I want to approach them from a slightly different angle. Often, when we discuss concepts such as “trade execution” or “price visibility” or “order interaction,” it’s easy to get mired in highly technical, even puzzling details. These are not necessarily straightforward concepts, and meaningful debates about their impact on our markets often demand rigorous analysis. It’s…
F. Hodge O'Neal Corporate and Securities Law Symposium

Resales of Offshore Securities into the United States: Evaluating the Overvaluation Risk to U.S. Investors

This Article furnishes evidence on the offering discount consistent with the hypothesis that foreign investors were in fact unable to engage in resales ahead of the U.S. secondary market reaction to a Regulation S offering.
F. Hodge O'Neal Corporate and Securities Law Symposium

The Securities Globalization Disclosure Debate

Merritt B. Fox
A global market is developing for the shares of an increasing portion of the world’s 41,000 publicly-traded issuers. This trend has given rise to an active debate concerning what United States policy should be toward regulation of their disclosure practices. This Article is a comment on this debate through the eyes of an active participant.
Note

Privacy in the Information Age: The Need for Clarity in the ECPA

Julie J. McMurry