State regulators utilize merit review to protect investors, issuers, and the marketplace by focusing on the substantive quality of securities offerings. In this article, the author addresses the evolution of the dual regulatory system and the resulting roles of the state and federal securities...

Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...