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Document Type

Survey Article


This Article examines significant securities regulation cases originating in the Eleventh Circuit Court of Appeals during 2003 and 2004. In particular, Part I of this Article addresses a recent decision in the area of insider trading and familial relationships. Part II analyzes two recent cases involving the definition of "security" under the Securities Act of 1933. The three cases discussed below address two very different issues and draw from two separate areas of securities law, the Securities Act of 1933 and the Securities Exchange Act of 1934. However, a common theme connects these cases: the preservation of flexibility within the securities laws. As demonstrated in the following holdings, courts have long recognized the overarching principle in federal securities laws to provide a flexible body of law that may be interpreted and applied to situations not originally contemplated by the laws' drafters and to situations conceived for the purpose of circumventing such laws. Although the courts temper such principles through application of certain general tests and the requirement of certain elements, the courts have, with little exception, refused to adopt brightline or rigid tests when it comes to interpreting the securities laws.