An Essay for Professor Alan Bromberg: Removing the Taint from Past Illegal Offers and Sales - 40 Years Later
24 Pages Posted: 10 Apr 2015
Date Written: April 7, 2015
In 1975, for its inaugural, the Journal of Corporation Law at the University of Iowa solicited a lead article for issue 1, page 1. The editors solicited that piece from Professor Alan Bromberg, one of the great academics of securities law, then or at any other time. Professor Bromberg, of Southern Methodist University, died last year. This article began as a piece with three goals: (1) pay homage to Professor Bromberg, whom I knew personally, and his achievements; (2) update his 1975 article; and (3) add flesh to the treatment by examining closely practical, modern day situations in which rescission questions may arise, for large hedge funds and private equity firms as well as for smaller issuers of securities. The author found goal 2 largely unnecessary, as Professor Bromberg’s 1975 article is truly encyclopedic, needing little updating. It still is the article with which I would begin any examination of this important issue. I know that law reviews favor high-brow, almost ethereal, think pieces but the pragmatic, highly useful work that Professor Bromberg did all his career in one of the great many accolades that could be paid to him and to his memory.
Keywords: securities, securities regulation, capital raising, finance, illegal sales, taint of illegal sales, rescission offers, integration of offerings
JEL Classification: K19, K22
Suggested Citation: Suggested Citation