Vanderbilt Law Review

First Page



In recent years, dissatisfaction with the law that governs the disposition of securities by controlling persons' and private places under the Securities Act of 1933 has been voiced in numerous commentaries.Although criticism has been directed at varying facets of the problem,the displeasure of critics has resulted from two fundamental objections: first, the unnecessary ambiguity that heretofore has enveloped public resale of privately placed securities and, to a lesser degree, resale of securities by controlling persons; and secondly, the failure of the present law adequately to effect the disclosure policy of the Securities Act of 1933 and of the Securities Exchange Act of 1934.' Spurred by these legitimate concerns, the Securities and Exchange Commission has recently rescinded rules 1545 and 1556 and in their place has adopted a number of remedial rules and amendments.