There is widespread agreement that radical reform of the Securities Act of 1933 (Securities Act) is necessary and, indeed, long overdue. A law review article advocating the abolition of the integration doctrine asserts that “the doctrine does not promote investor protection but does retard capital formation” and “furthers no valid purpose” of the Securities Act.[1]� Similar statements could be made with respect to the “gun-jumping” doctrine and other bans on general solicitation. The integrated disclosure initiative of the early 1980s was a successful reform effort, but it was put into effect over 20 years ago before the use of the Internet as a popular communications medium. More recent reform efforts, notably company registration[2]� and the Aircraft Carrier,[3]� have floundered. Reform is hard to accomplish because there are many dedicated adherents to the metaphysics of �5, on the Securities and Exchange Commission (SEC) staff and outside the agency.
Also, reform is hard to accomplish because the SEC and the private bar have different visions of what reforms are needed. SEC Chairman Harvey L. Pitt has been advocating a “current disclosure” system in which public companies would be required to disclose “unquestionably significant information” when it arises and becomes available. Trend information would be further encouraged. In addition, Chairman Pitt has announced his intention to make use of technology to simplify disclosure documents and to make financial information comprehensible to the average investor.[4]� The SEC is taking initial steps toward current disclosure by proposing to accelerate Form 10K and Form 10Q filing times and encouraging Web-site postings of periodic reports. Also, Form 8K reporting will be expanded.
