Securities Law: Overview and Contemporary Issues
16 Ohio State Business Law Journal (forthcoming)
84 Pages Posted: 23 Feb 2021 Last revised: 13 Jun 2021
Date Written: February 22, 2021
This is not your grandfather’s SEC anymore. Rapid technological change has resulted in novel regulatory issues and challenges, as law and policy struggles to keep pace. The U.S. Securities and Exchange Commission (SEC) reports that “the U.S. capital markets are the deepest, most dynamic, and most liquid in the world. They also have evolved to become increasingly fast and extraordinarily complex. It is our job to be responsive and innovative in the face of significant market developments and trends.” With global markets increasingly interdependent and interconnected and, “as technological advancements and commercial developments have changed how our securities markets operate, our ability to remain an effective regulator requires us to continuously monitor the market environment and, as appropriate, adjust and modernize our expertise, rules, regulations, and oversight tools and activities.” The success or failure of our society, jobs of a global workplace, and the ability of families everywhere to feed, clothe, and house themselves depends on the success of the SEC in providing fair and open access to capital through efficient markets.
Our paper proceeds in eight parts. First, we explain the genesis and role of the Securities and Exchange Commission (SEC). Second, the definition of and what exactly constitutes a “security” is provided. Third, the securities issuance process is discussed. Fourth, we focus our discussion on The Division of Enforcement. Fifth, we discuss corporate governance and the SEC. Sixth, we explore the difficult task of governing during times of rapid technological change. Seventh, we examine contemporary issues that face the Commission. And last, we conclude.
Keywords: blockchain, board of directors, corporate governance, corporation finance, cybersecurity, D&O insurance, economic and risk analysis, enforcement, examinations, financial markets, FCPA, GameStop, Howey, innovation, investment management, Koskot, registration, regulation, Robinhood, trading and market
JEL Classification: F65,G01,G18,G20,G38,K23,M48,N20,O16,O33,O38
Suggested Citation: Suggested Citation