Meaning, Reference, and Reification in the Definition of a Security

Abstract

Among the most critical problems in securities regulation is determining what constitutes a "security." The Supreme Court has never positively identified the essential features of a security. If the Court ever arrives at a comprehensive definition, its decision will affect many corporations and major economic transactions. In this Article, Professor Chang develops a comprehensive, yet relatively simple model that defines security for the purposes of federal regulation and reconciles the Court's major securities decisions. The Article also provides insight into the use of language, describes the implications of "open-ended" legislative intent, and offers a framework with which to view the dialectic process of common lawmaking as a consistent evolution of standards.