Document Type

Article

Publication Date

2006

Abstract

In this brief Essay, I offer some thoughts on both the theory and the politics underlying the federalism question. My comments will touch on some of the controversies and also look at a somewhat quieter question, the state regulation of insider trading. Over the course of the last few years, judges in California and Delaware have traveled markedly different routes on questions involving the states' role in regulating insider trading. A California court of appeal has recently expanded the reach of the state insider trading statute to cover a claim alleging misconduct in California by an executive of a Delaware chartered company. By contrast, Delaware Vice-Chancellor Leo Strine has hinted strongly that Delaware courts should consider getting out of the business of regulating insider trading entirely, notwithstanding a venerable old Delaware case long cited for the proposition that insider trading naturally breaches the fiduciary duty of loyalty. These contrasting approaches make a nice pair from which to think through the federalism question free from the blinding glare of controversy surrounding Eliot Spitzer, the shareholder ballot access proposal, or Sarbanes-Oxley.

Publication Citation

40 U.S.F. L. Rev. 879-892 (2006)

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