Vanderbilt Law Review


Louis Loss

First Page



A couple of weeks ago the Commission handed down an opinion in a broker-dealer revocation proceeding which is the latest in a series of cases over the past few years that have gradually blocked out the duties of a broker-dealer to his customer. That case gives me my theme today.

It happens that most of what I am about to say relates primarily to the over-the-counter market. I was a little disturbed about the propriety of talking about over-the-counter problems under the auspices of this organization. However, we are all interested, I take it, in the problems of the securities industry as a whole, and I was anxious, if possible, to give you something newsworthy. What I shall try to do today, therefore, is to trace briefly the history of the several doctrines which the Commission has developed with reference to the duties of a broker-dealer and summarize their present status. I want to emphasize that I am not here to preach or moralize, but only to expound. I realize that it may be just as hard to tell the difference between preaching and expounding as it sometimes is to determine whether a firm is acting as a broker or as a dealer, but I honestly want to limit myself to putting the mosaic together for you.