STATE CORPORATE AND FEDERAL SECURITIES LAW: DUEL REGULATION IN A FEDERAL SYSTEM

In: Publius: the journal of federalism, Band 22, Heft 1, S. 21-38

Abstract

CORPORATE LAW IN THE UNITED STATES INVOLVES DUAL REGULATION. ALTHOUGH STATE AND FEDERAL CORPORATE LAW TYPICALLY FUNCTION WITHOUT MUTUAL INTERFERENCE, THE LAST THIRTY YEARS HAVE REVEALED POTENTIAL CONFLICTS CHIEFLY IN TWO SITUATIONS. ONE INVOLVES CIVIL REMEDIES FOR INVESTORS UNDER FEDERAL SECURITIES STATUTES; THE OTHER IS STATE ANTI-TAKEOVER REGULATION AND ITS RELATIONSHIP TO THE FEDERAL WILLIAMS ACT. THE AUTHORS ARGUE THAT THE CORE INTERPRETIVE TASK IN FEDERAL SECURITIES LAW IS PRESERVATIN OF BOTH REGIMES TO MAXIMUM EFFECT, BECAUSE THE CONGRESS HAS EXPRESSLY DECLARED THAT STATE AUTHORITY SHOULD CONTINUE ADJACENT TO FEDERAL REGULATION.