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Vanderbilt Law Review

First Page

327

Abstract

Section 403 of the Code provides that "[a] registration statement shall contain whatever information, financial statements, material contracts and other documents the Commission specifies by rule. This complete legislative delegation to the Commission, in Professor Loss's view, "seems perfectly safe in the year 1972. "One need not criticize the Commission's competence in the disclosure area, however, to suggest that after some 35 years of experience with the securities laws a statute prescribing the basic disclosure items (similar to the 1933 Act's Schedule A) should be possible, as well as appropriate and desirable. The wisdom of leaving the entire job to the Commission may be questioned. The contents of the Code's "offering statement" and "prospectus" also are left entirely to the Commission. While conceding that the Commission has experience in devising disclosure requirements, and that the burdens imposed on registrants have generally been reasonable, clearer legislative guidelines to provide standards against which the Com-mission's requirements may be measured would seem appropriate.Doubts about the utility of increased disclosure have been expressed,' and the SEC has appointed a distinguished Advisory Committee to consider the role and appropriate scope of disclosure. Further study of this issue hopefully will permit more authoritative guidance regarding the form of disclosure that best suits the needs of investors. This minor observation is perhaps illustrative of a broader concern that undoubtedly will be debated elsewhere in this Symposium-namely, whether the Code is unduly generous and sanguine in its delegation to the Commission of unresolved issues and problems. Instances of such delegation are frequent, and,on balance, seem to confer rather broader power on the Commission than it presently enjoys.

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