Digital Commons @ Georgia Law Scholarly Works Faculty Scholarship 5-1-2013 Securities Law's Dirty Little ecrS et Usha Rodrigues University of Georgia School of Law,
[email protected] Repository Citation Usha Rodrigues, Securities Law's Dirty Little Secret , 81 Fordham L. Rev. 3389 (2013), Available at: https://digitalcommons.law.uga.edu/fac_artchop/939 This Article is brought to you for free and open access by the Faculty Scholarship at Digital Commons @ Georgia Law. It has been accepted for inclusion in Scholarly Works by an authorized administrator of Digital Commons @ Georgia Law. Please share how you have benefited from this access For more information, please contact
[email protected]. SECURITIES LAW'S DIRTY LITTLE SECRET Usha Rodrigues* Securities law's dirty little secret is that rich investors have access to special kinds of investments-hedge funds, private equity, private companies-that everyone else does not. This disparity stems from the fact that, from its inception, federal securities law has jealously guarded the manner in which firms can sell shares to the general public. Perhaps paternalistically, the law assumes that the average investor needs the protection of the full panoply of securities regulation and thus should be limited to buying public securities. In contrast, accredited-i.e., wealthy- investors, who it is presumed can fend for themselves, have the luxury of choosing between the public andprivate markets. This Article uses the emergence of new secondary markets in the shares of private companies to illustrate the above disparity, which has long characterized the world of investment access. First,focusing narrowly on these markets reveals their troublingpotential effects on the venture capital world, a vital source of startup funding.