The Emergence of State Securities Laws: Partly Sunny Skies for Investors

Abstract

Recent judicial and regulatory developments suggest that investors in many states may enjoy greater protection under their applicable state securities and common laws than under the federal securities laws. This Article addresses the Securities and Exchange Commission’s and the states’ policies toward limited offerings in the securities law setting. The Article focuses on the theme that, in certain contexts, the recognition of a federal securities law claim depends on whether a state law remedy would have been available to redress the alleged deceptive misconduct if the affected shareholders had not been lulled into inaction. The last section examines whether investors seeking relief are better protected under federal or state law.

Keywords: State securities laws, Investors, Federal securities law, Shareholders, Regulation, Securities and Exchange Commission, SEC