Thanks so much to Dan Solove, Frank Pasquale, and the rest of the distinguished group for allowing me to sully the Concurring Opinions cyberspace.
I was all set to introduce myself with something really serious (the posting on SSRN of a new piece) when I saw Nate Oman’s post on the poetry of law. I am always humbled by Nate’s thoughts on just about anything, because he is a scholar in ways I will never be. I thought not of great poetry (but if I had it would have been Robert Burns’ great piece on lawyers, To A Louse*), but of parody, including Jeremy Telman‘s regular limerick fare over at Contract Law Prof Blog. Two weeks ago, NPR’s Morning Edition did a story on BU law prof Mark Pettit, the “singing prof,” who puts contracts cases to the tune of popular songs. Not to be outdone, I spent most of that day writing a musical (and I’d like to think, poetic) version of Pinter v. Dahl, the securities regulation chestnut we just happened to be studying. For all of the non-securities lawyers out there, this is the case in which the Supreme Court stretched to the limit the use of the English language in finding a party other than the issuer to be liable under Section 12(a)(1) of the Securities Act of 1933. And, despite the fact that (to steal a line from the Tappert Brothers, Click and Clack, of Car Talk, also on NPR) man-eating sharks lose their appetite when they hear me sing, I sang it to my class.
So without further ado, and to the tune of the theme from The Beverly Hillbillies:
Come and listen to my story bout that guy Maurice,
California boy just a-waitin’ to be fleeced.
Then one day put some money in with Bill
Out in Oklahoma where the wildcatters drill.
Oil, that is, black gold. Texas tea.
Well, the next thing you know Maurice is on the dole,
Askin’ lots of friends he knows to throw cash down the hole
Said Beej Pinter is the guy you wanna see
And they each put some money in without an SEC
Filing, that is. Form S-1.
Well, now it’s time to figure out if anyone can claim
That someone not the issuer can bear part of the blame
For selling shares unregistered with no gratuity,
To share a heapin’ helpin’ of some liability.
Section 12(a)(1) that is. 33 Act. Write a check.
Y’all invest now, hear?
The question is how many times the act got recorded on cell phones.
* “O wad some Power the giftie gie us
To see oursels as ithers see us!”