Washington Law Review


Gregory Gorder


As is the case with many facets of modem life, government is involved in regulating the primary securities markets. Both federal and state laws require registration of initial securities offerings. Federal registration is procedural in nature, requiring full disclosure. State registiation, on the other hand, usually includes "merit review" of proposed securities offerings; state administrators typically may deny registration of a security if the offering would not be fair, just, and equitable or would be unreasonable in certain respects. This Comment analyzes the advantages and disadvantages of merit review, specifically the discretionary power reposed in the state administrator, and proposes a change to the current system.

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