The Integration Conunudrum: Debilitating Failures of the Securities and Exchange Commission Must Be Addressed as Corporate Malfeasance is 'Getting Serious, so Serious'

Abstract

The Securities Regulation doctrine of Integration has vexed securities lawyers and academics since its inception in the 1930s. The Securities and Exchange Commission (SEC) has struggled historically to define, refine and manage the securities Integration problem.

This article undertakes an historical analysis of securities integration recognizing both the evolution of the doctrine and the problems that it has engendered. The conclusion therein suggests that the SEC should abandon, if only momentarily, its practice of leaving securities rules undefined or loosely detailed in order to bring reason to the securities integration arena. A new solution is proposed that suggests that in light of the corporate scandals that unfolded in the early part of this decade, that the SEC carefully reconsider integration, fix its uncertainties, and forego recent calls to abandon the doctrine altogether.

Keywords: securities regulation, integration, conundrum, corporate scandals