An 'evergreen' company registration approach would modernize the 1933 Act, but it raises questions about limits on the SEC's authority

Article Abstract:

Both the Securities and Exchange Commission and Congress recognize the need to overhaul the Securities Act of 1933, but the two methods of doing so each raise problems. Legislative revision is preferable, but politically difficult at present, and would again raise controversial questions of securities litigation reform. Administrative creation of a company registration system has legal problems but could work if well tailored. Sec 11 liability and the necessity for a Form 8-K are particularly important.

Laws, regulations and rules

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Is the Securities Act of 1933 obsolete? The SEC increasingly appears to believe so but has not yet adopted a consistent policy to replace it

Article Abstract:

Inconsistent regulation by the SEC reveals an internal division over whether to follow a strict doctrinal model or a newer and more dynamic one skeptical of regulation. While each model is valid, the failure to choose just one confuses the market and creates further problems. Proposed rule 135(d) would modify section 5(c) of the Securities Act of 1933, but effectively goes beyond its stated scope. A transition from transaction-based disclosure to a company registration system will reveal more tensions.

Practice

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Will reform alter order-flow payments?

Article Abstract:

Most proposed SEC reforms to minimize order flow payments would not do much good since integrated broker-dealers could then simply internalize order flow. Internalizing order flow does not bring back the price competition called for in SEC rules but simply gives the broker an incentive to take advantage of such competition by trading against its customers' orders.

Analysis, Stock-exchange, Stock exchanges

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