The Regulation of Corporate Law by Securities Regulators: A Comparison of Ontario and the United States

PATRICK MOYER

ABSTRACT

Although the distinction between corporate law and securities law is not based in principle, historical accident and judicial statutory interpretation have produced a clear separation between corporate law and securities law in the United States. In contrast, in Ontario, corporate law and securities law have become intertwined as a result of statutory amendment and the Ontario Securities Commission's aggressive use of its discretionary powers. The author contrasts the development of the law in Ontario and the United States and examines the arguments for and against the regulation of corporate law by securities regulators. The author argues that a clear separation of corporate law and securities law is preferable to the intertwining permitted in Ontario.

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Citation: (1997) 55(1) U.T. Fac. L. Rev. 43.
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