State and federal courts have long struggled with the issue of what constitutes a security. Despite the similarities of state and federal statutory language and the Uniform Securities Act's interpretive policy, state and federal precedents are hardly interchangeable. Yet, from the genesis of the...

By the 1960’s, use of the cash tender offer had become the predominant method for acquisition and control of publicly held companies, a method then virtually free of government regulation. However, in the absence of regulation, abuses emerged, underscoring the need for federal and state...