Legal Studies Commons^™

The Sec And Accounting: A Historical Perspective, Joel Seligman

Scholarship@WashULaw

Joel Seligman argues that in the absence of regulatory oversight, managerial incentives and notions of efficient markets and competitive positioning have proven to be insufficient in ensuring full disclosure of material financial data. The SEC given express authority to regulate accounting practices, has, during the past fifty years, directly contributed to the standardization of financial statement disclosures. In establishing accounting standards, the SEC has exercised restraint, allowing private organizations such as the FASB to set standards subject to SEC oversight. Although the SEC could be more aggressive in initiating accounting standards (particularly with controversial practices such as pooling versus purchase …

Joinder And Severance, Peter A. Joy, Paul C. Giannelli

Scholarship@WashULaw

Joinder and severance issues may arise from either (1) the joinder of offenses allegedly committed by one defendant or (2) the joinder of defendants. The importance of joinder cannot be overestimated. As one commentator has noted: "The way in which the prosecutor chooses to combine offenses or defend­ ants in a single indictment is perhaps second in importance only to his decision to prosecute. Whether a defendant is tried en masse with many other partici­pants in an alleged crime, or in a separate trial of his own, will often be decisive of the outcome.

The Securities And Exchange Commission And Corporate Democracy, Joel Seligman

Scholarship@WashULaw

On April 28th of last year, the Securities and Exchange Commission announced it would begin a comprehensive reexamination of the shareholders' role in corporate governance. After receiving close to one hundred and fifty letters of comment, the Commission commenced hearings on September 29th in Washington D.C.

Few issues are so worthy of the Commission's concern. Under state corporation law, shareholders have the power to nominate and elect members of the board of directors. Today this power is virtually meaningless in publicly held corporations. The vast majority of shareholders vote by proxy. But neither state nor federal law guarantees shareholders access …