The Shareholder Communication Rules and A Lonely Piece of Scholarship

I wrote the article,The Shareholder Communication Rules and the Securities and Exchange Commission: An Exercise in Regulatory Utility or Futility? back in 1988.  Yet it remains current.  As one recent commentator put it:

• Thus for years, the indirect holding of nearly the entire economy in the name of "Cede & Co." has appeared a curious oddity for those who noticed it, but was questioned by few.  An article by J. Robert Brown, Jr., published in 1988, remained a lonely piece of scholarship on the subject for years, and drew very little attention.

David C. Donald, The Rise and Effects of the Indirect Holding System:  How Corporate America Ceded its Shareholders to Intermediaries (Draft:  Sept. 15, 2007).  It was cited by two federal courts, the US Supreme Court (Delaware v. New York, 507 U.S. 490 (1993) and the Fifth Circuit (Kim v. PCOrder.com, 402 F.3d 489 (5th Cir. 2005).  

Perhaps more importantly, the article was used extensively to support the petition filed by the Business Roundtable seeking revisions of the shareholder communication rules.  The days of a lack of attention seem to be over.   

Over the next week, we will explore the issue of beneficial ownership.  The first post will be up on Monday.