The duties imposed on broker-dealers and investment advisers have been fiercely debated in Congress, at the U.S. Treasury Department, and at the U.S. Securities and Exchange Commission. The Dodd-Frank Wall Street Reform and Consumer Protection Act required the SEC to evaluate the standards of...

This paper was prepared for a conference entitled The Role of Fiduciary Law and Trust in the Twenty-First Century: A Conference Inspired by the Work of Tamar Frankel, held at Boston University School of Law in October 2010. SEC v. Capital Gains Research Bureau was the Supreme Court's first...

Fiduciaries who represent multiple principals often encounter conflicts of duty, torn between promoting the interests of one principal and those of another. Courts have not done a good job of articulating principles for resolving these conflicts. They resort to inconsistent approaches and seek...

Definitions are essential in any regulatory regime and federal securities regulation is no exception. The most fundamental definition under federal and state securities regulation is for the term “security.” The application of multiple statutes, hundreds of administrative rules, and...

The U.S. Securities and Exchange Commission seeks to regulate non-U.S. domiciled financial firms when U.S. investors' interests are affected. In 2010, in Morrison v. National Australia Bank, the U.S. Supreme Court narrowed the circumstances when extraterritorial regulation is appropriate....

The scholarship on fiduciary duties in business organizations is often pulled in two directions. While most observers would agree that business organizations are one of the key contexts for the application of the fiduciary obligation, corporate law theorists have often expressed disdain for the...

Investors face a dizzying array of choices regarding where to invest their funds and increasingly rely on experts for advice. Most advice about securities is provided by investment advisers or broker-dealers, legal categories with little meaning to most people but fraught with consequences....

Section 913 of the Dodd-Frank Act requires the U.S. Securities and Exchange Commission to conduct a study regarding gaps or deficiencies in the regulation of broker-dealers and investment advisers. These firms often perform similar functions but are regulated differently under an antiquated...

This article is a Festschrift contribution to honor the 70th birthday of Professor Joachim Hruschka. Professor Hruschka has enduring patience in exchanges with friends, colleagues, and students. I benefited much from his explanations of Kant's moral philosophy and this article is an attempt to...