The Development Of American Securities Lawyers' Responsibility Over Securities Public Offering Process

Securities Lawyers enjoy a pivotal power in securities issuance, and the legal opinion published by securities layers plays a decisive role on the effective issuance of securities. The powers of the securities attorney are so great that more and more attention has been given to their obligations that the securities lawyers not only take charge of their clients but also shoulder social responsibilities for public investors in some degree.The first chapter discusses the conservative attitude held by the Federal Court, the Securities and Exchange Commission and the Securities Lawyers about the standpoints whether the public responsibilities should be taken by the securities lawyers or just the private duty in the first few years of the emergence of the United States securities legislation. Federal securities law system derived from the"Great Depression"started in1929 has an important purpose that is through the institutional means to make the key information of the offering companies, especially its financial accounting and corporate governance, disclosed truly, timely and completely to the public investors. In the late 1960s and early 1970s, as the crucial role of the securities issuance, the securities lawyers'duties and responsibilities have been strengthen by the gradual expansion of securities law system after nearly forty years development.The second chapter describes that the legal establishment began to change the traditional view that securities lawyers should bear only the private responsibility after forty years development in which the U.S. Securities and Exchange Commission and the federal courts have become the main subject of this change. The Securities and Exchange Commission supervised the securities lawyers who did not fully perform its due diligence in securities law and interfered in their professional acts. On the other hand, securities lawyers fight against regulators for their own benefits.The third chapter analyzes the influence of the"Sarbanes-Oxley Act"to the supervision system of securities market. The"Sarbanes-Oxley Act"is the greatest reform to the basic structure of securities market, and an enormous correcting to corporate governance ideas and systems under the U.S market economy environment. Facing the shock of the act, the securities lawyers have gone everywhere to reduce the adverse effect in the act implement, and then the new balance has been reached between the securities lawyers and the regulators after another struggle.In the process of hundreds years development, the U.S. stock market has never stopped experiencing various risks, and always led to market collapse. However, the greed and magic market has avoided all these, and become a world-renowned great giant. The hundreds years development of U.S securities market effectively demonstrates that even if the reform had been arduous, the result should have been ideal, under the guarantee of rationalistic system.