It is accepted practice that a dissenting stockholder is entitled to receive the intrinsic value of his share in a going concern. Additionally, while no one methodology represents the means by which to value what a stockholder is entitled to receive, it is clear that a liquidation value is not appropriate in most going concern valuations.

A History of Securities Law and the Supreme Court explores how the Supreme Court has made (and remade) securities law. It covers the history of the federal securities laws from their inception during the Great Depression, relying on the justices' conference notes, internal memoranda, and correspondence to shed light on how they came to their decisions and drafted their opinions. That history can be divided into five periods that parallel and illustrate key trends of the Court's jurisprudence more generally. The first saw the administration of Franklin Delano Roosevelt--aided by his filling eight seats on the Court-triumph in its efforts to enact the securities laws and establish their constitutional legitimacy. This brought an end to the Court's long-standing hostility to the regulation of business. The arrival of Roosevelt's justices, all committed to social control of finance, ushered in an era of deference to the SEC's expertise that lasted through the 1940s and 1950s. The 1960s brought an era of judicial activism-and further expansion--by the Warren Court, with purpose taking precedence over text in statutory interpretation. The arrival of Lewis F. Powell, Jr. in 1972 brought a sharp reversal. Powell's leadership of the Court in securities law produced a counter-revolution in the field and an end to the SEC's long winning streak at the Court. Powell's retirement in 1987 marked the beginning of the final period of this study. In the absence of ideological consensus or strong leadership, the Court's securities jurisprudence meandered, taking a random walk between expansive and restrictive decisions.

The Ninth Edition of Securities Regulation: Cases and Materials brings onboard two new co-authors—Ann Lipton and William Sjostrom—to a casebook that has long set the standard for providing students with an in-depth, sophisticated, practical look at contemporary securities law. As it has since its first edition, Securities Regulation: Cases and Materials contains a very teachable mix of problems, cases, and textual material, encouraging students to build their knowledge base by being active problem-solvers. Always forward-thinking, stressing current developments and controversies, the book is also highly modular, so that professors can easily pick and choose how to structure their courses without being locked into any given progression. New to the Ninth Edition: Coverage of “cryptocurrencies” and coin offerings Commentary on market developments such as indexing and algorithmic trading A tighter set of problems and materials on gun-jumping under Section 5 The SEC’s latest reforms of Regulation D and the intrastate offering exemption Spotify and the trend toward direct listings as a way of going public Coverage of Supreme Court decisions from the last three years, including Lorenzo, Salman, Cyan, Lucia, and Kokesh, as well as important lower court cases The SEC broker-dealer proposal (and perhaps adoption) of Regulation Best Interest Professors and students will benefit from: The book’s highly modular organization, enabling different teaching formats and coverage Concise notes that introduce the reader to both theory and real-life practice issues A book that is always up to date and on the cutting edge