“The Further Erosion of Investor Protection: Expanding Exemptions, SPAC Mergers, and Direct Listings” by Professors Andrew Tuch and Joel Seligman, originally published in the Iowa Law Review, has been selected for republication in Securities Law Review, an anthology edited by Professor Donald Langevoort of Georgetown Law School and published by Thomson Reuters. The anthology features 10 to 12 articles in securities regulation each year that are worthy of a wider audience.
In the abstract, they write:
This article examines the decades-long decline of investor protections enshrined in the Securities Act of 1933, most notably Section 11, which imposes near strict liability on corporate insiders and certain secondary actors, primarily underwriters. The provision, the most potent in the federal securities regulatory arsenal, popularized the concept of outside gatekeepers and transformed practices in securities offerings, making due diligence a byword for careful investigation of facts whether required by legal process or otherwise. The measures required by Section 11 restored confidence in US capital markets in the wake of the Great Depression and have been instrumental in these markets’ long standing as the world’s deepest and most liquid.