Santa Fe Industries, Inc. v. Green: An Analysis Two Years Later

It has been nearly two years since the Supreme Court decided Santa Fe Industries, Inc. v. Green. Although the outcome of that decision should have surprised no one, since the trend of the Court clearly had been to constrict the scope of the federal securities legislation, the case was a major decision that will have a substantial impact on the development of corporate law in this country. Indeed, it may turn out to be one of the most significant corporate cases decided by the Supreme Court in recent years. Since by this point the dust has settled from the case, it seems appropriate to examine the decision in light of the developments that have occurred in the last two years.

With the aid of hindsight, this article will analyze the impact of Santa Fe Industries and attempt to show that the decision is likely to generate both confusion and abusive conduct.