The SEC and Small Capital Formation: The Bad Girl Provisions (Part 4)

Bad actor provisions are often described as "bad boy" provisions.  See Securities Act Release No. 9211 (May 25, 2011) (noting that bad actor provisions are "sometimes called 'bad boy' provisions").  This is another hallowed and ancient term in the lexicon of securities lawyers.  The term has been around at least since 1982. 

Nonetheless, times change and so do terms.  We note this exchange in a recent roundtable on small business capital formation:

MR. BERKELEY:The only other point that I would make is that the bad boy -- excuse me, bad person -- provisions --

MS. CROSS: Bad actor.

MR. BERKELEY: Bad actor provisions -- that's --politically correct is bad. Bad persons is not politically correct.

MS. CROSS: Bad actor.

MR. BERKELEY: Okay, sorry. My apologies to all concerned. It's only been bad boys since 1982 or thereabouts, but you know -

Politically correct or not, one suspects that the term "bad boy" is simply wrong.  There are no doubt plenty of women who are bad actors and are, therefore, disqualified from using the relevant exemptions.  Time to give women their due and jettison the term "bad boy" from the securities lexicon.

J Robert Brown Jr.