The Corporate Governance to Securities Law Spectrum

Many legal scholars and larger, diversified law firms treat corporate law and securities regulation as distinct fields. However, many mid-sized and smaller legal practitioners consider these fields concomitant and complimentary. Closely held firms and firms with publicly traded equity securities face common corporate governance issues. Both public and private companies must balance the benefits and costs of delegating control of the firm to a small number of equity holders, such as directors, general partners, and managers. Both have to resolve disputes between competing shareholder factions. Unique to public companies is the increased difficulty for most minority shareholders in accessing those controlling the firm. Diminished access to management, however, is offset by the increased ability to exit the firm by selling shares in relatively robust and liquid securities markets. Between the late 19th and late 20th century, dramatic and subtle developments changed the legal tools available to firms and investors to resolve disputes through private ordering, in state courts, and under federal securities regulation. This panel brings together projects that span the corporate governance to securities law spectrum to explore these developments. Our papers range from an analysis of disputes between investors and entrepreneurs over the focus of private and public companies, to a reassessment of the 1980s emergence of Delaware Courts as the home for disputes within public firms, to testing late 20th century rationales for insider trading law by studying early 20th century market reactions.