SEC Review: Comfort or Illusion?

Registration statements and proxy materials filed pursuant to federal securities laws undergo various types of scrutiny by the Securities and Exchange Commission (the "SEC" or the "Commission") to determine compliance with applicable regulations and forms and the adequacy of disclosures required to be made in such documents. The more selective review procedures presently employed by the SEC and the proliferation of litigation related to allegedly inadequate disclosures raise the issue of whether a clearance of that document by the SEC should be accorded any evidentiary value. The author first outlines the review procedures applicable to registration statements and proxy materials. Then the author addresses the evidentiary question, examining opposing viewpoints expressed by statute and through case law, and concludes the SEC determinations should be accorded some evidentiary weight.