Abstract

The thesis of this Article is that the Securities and Exchange Commission should entirely eliminate the integration doctrine from the Securities Act of1933. Under the integration doctrine, a single "offering" or "issue" of securities cannot be split. The doctrine is expensive for society and furthers no valid policy of the 1933 Act. More specifically, the doctrine does not promote investor protection but does retard capital formation, an outcome that is contrary to the presently articulated purposes of the 1933 Act.

Part II of this Article traces the history of the adoption of the integration doctrine both by the Commission and the courts, demonstrating the less than compelling case for the original adoption of the rule. Part III then outlines the shape of the rule today, in an attempt to demonstrate its uncertainty, complexity, and lack of connection to any valid principle. In Part IV, the Article proposes the author's simple prescription for the problems of integration, and that prescription is the complete elimination of the doctrine.

Document Type

Article

Publication Date

2001

Notes/Citation Information

Kentucky Law Journal, Vol. 89, No. 2 (2000-2001), pp. 289-325

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