The New Uniform Securities Act

This is a new Uniform Securities Act. Amendment of the earlier 1956 Act or RUSA would not have been wise given the different versions of the 1956 Act enacted by the States and given the Committee’s goal to seek adoption of the new Uniform Securities Act in all state jurisdictions

Dedication to A. A. Sommer, Jr

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

The Disinterested Person: An Alternative Approach to Shareholder Derivative Litigation

Recently I had the opportunity to apply an unused procedure in a shareholder derivative litigation. In 1989 Michigan amended its Business Corporation Act to allow a court under specified circumstances to appoint a disinterested person to perform fact gathering functions similar to those of a German investigative judge. In 1991 I was appointed to be the disinterested person in a derivative litigation involving Rospatch Corporation. The experience persuaded me that compared to litigation and the special litigation committee, the disinterested person approach may often have significant advantages in terms of reduction of litigation costs, procedual fairness, and protection of shareholders

The Application of the Federal Antitrust Laws to Municipal Taxicab Regulation

This Article analyzes the likelihood that municipal taxicab regulation may violate federal antitrust laws

Should Investment Companies Be Subject to a New Statutory Self-Regulatory Organization?

When one focuses on investment company accountability, one ultimately can pursue an internal or an external model or some combination of both. Professor Langevoort’s symposium article well describes the more limited role that investment company boards play in contrast to corporate boards and how much more robust market forces such as a market for corporate control are with respect to corporate boards. Indeed, some like Richard Phillips have gone further and suggested that shareholder voting and independent directors on investment company boards should be scrapped altogether. Each investment company could be viewed as a product, with only the mutual fund complex having a board. These type of considerations militate in favor of relying on external accountability mechanisms. As a practical matter, SEC and State Attorney General enforcement actions should be viewed as a residual mechanism. The real issue is how to prevent dysfunction from occurring in the first place. From this perspective a new SRO makes particular sense. It could augment investment company boards, help investment companies themselves receive more rulemaking attention from the SEC, and, most significantly, help avoid the type of scandals that recently have besmirched the reputations of so many mutual fund families. Would it be worth the cost? I suggest now is the time to study seriously that type of empirical question