Scholarship@WashULaw

Document Type

Article

Language

English (en)

Publication Date

1993

Publication Title

Brooklyn Law Review

Abstract

My thesis is a simple one. In the twentieth century state corporate law norms for the large publicly held corporation have been progressively supplanted by federal standards, particularly those originating in federal securities law. This has occurred both because of the promulgation of new federal standards and because of the atrophy of state corporate law. Certain applications of this thesis are little questioned today. For instance, it is now a conventional idea that the state law applicable to insider trading has largely been ignored and has been generally displaced by such federal securities law staples as Rule 10b-5, section 16 of the Securities Exchange Act of 1934 ("1934 Act"), and Rule 14e-3. Similarly, it is commonly understood that certain of the most fundamental principles of corporate suffrage emanate from the federal proxy rules, and not from state corporate law. I want to urge, however, that the process of augmenting state corporate law fiduciary duty concepts with federal securities law disclosure standards and fraud cases is also quite advanced and, of late, has been accelerating.

Keywords

Insider Trading, Securities Exchange Act

Publication Citation

Joel Seligman, The New Corporate Law, 59 Brook. L. Rev. 1 (1993)

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