Factoring the Ambiguity: A Futile Attempt to Understand the Ambiguous Nature of the Integration Doctrine’s Five Factor Test


by J. Cliff McKinney II |

“In 1961, the Securities and Exchange Commission (SEC) introduced five factors, launching more than forty years of ambiguity, confusion, and contradiction. The SEC developed the integration doctrine’s five factor test to assist issuers and judges determine whether supposedly separate offers are really part of the same integrated transaction. However, the SEC failed to provide any meaningful guidance to aid in the interpretation or application of these factors. As a result, courts have reached a wide-range of contradictory opinions, and issuers have little solid guidance to predict whether the five factor test will integrate offers.”

Note: The above is an excerpt from the article in the Security Regulation Law Journal ©2003.  Click the link below to read the actual publication.