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Abstract:
In the past few years academic authors such as Roberta Romano, Stephen Choi, Andrew T. Guzman, Merritt B. Fox, Paul Mahoney and Alan R. Palmiter have proposed significant reform of securities regulation in the United States. This article reviews these proposals, which have in common the objective of increasing the range of issuer choice as to the applicable legal regime. This article concludes that although these proposals are not formulated with sufficient specificity to make them ready for implementation, they reflect a spreading disbelief on the part of academic critics that U.S. securities regulation does, or even can, successfully protect investors. Although proposals to give the issuer control over the applicable fraud regime are likely to be controversial, a narrower range of choice focused on the required procedures for offering and trading stocks could provide beneficial competition among regulators. The proposals evidence the fact that there are a significant number of academic writers who hold the view that increasing the opportunities for competition among regulatory regimes in the area of securities regulation would lead to improvements in social welfare over time.

Abstract:
Berkshire Hathaway's reporting practices are different than those of other American public companies. Bershire Hathaway provides separate and additional summary accounting statements which are not in conformity with generally accepted accounting principles, provides look-through earnings that include the pro-rata share of portfolio companies, and explicitly discusses the relationship between economic realities and accounting conventions. Why is this style of reporting, which provides additional information to shareholders, so atypical? Possible answers include legal risks, job insecurity among managers, and the desire to protect strategically important information. As to the last two, Berkshire Hathaway is atypically situated. Even though uncommon, its style of reporting appears to have worked for Bershire Hathaway. Although it is very similar to a closed-end investment company, it sells at a premium to net asset value unlike most closed-end investment companies. Other issuers might benefit from emulating a reporting style that treats shareholders as grown ups and partners.