Vanderbilt Law Review

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One of the most interesting as well as controversial areas of the securities laws has been the growth of implied liabilities under section 10(b) of the Securities Exchange Act of 1934 and Rule l0(b)-5 promulgated there under. Any attempt to codify the securities laws would probably include an attempt to codify this entire l0b-5 area.' Once the codifiers move into this area, however, there is a strong likelihood that codification will result in reform and revision, and the present scope as well as the future growth and development of "federal corporation law" under Rule l0b-5 will be profoundly altered.' Thus it would seem that before an attempt is made to codify the body of law that has evolved from Rule l0b-5, the following questions should be considered: Is the way the law in this area has developed injurious to the public interest? Has the legal development under Rule l0b-5 adversely or beneficially affected the securities markets and the public interest? In short, is there any need for codification, reform, or revision in the l0b-5 area?