The Political Economy of Statutory Reach: U.S. Disclosure Rules in a Globalizing Market for Securities

This article addresses the appropriate reach of the US mandatory securities disclosure regime. While disclosure obligations are imposed on issuers, they are triggered by transactions; the public offering of, or public trading in, the issuers' shares. The barriers to a truly global market for eq...

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Bibliographic Details
Published inMichigan law review Vol. 97; no. 3; pp. 696 - 822
Main Author Fox, Merritt B.
Format Journal Article
LanguageEnglish
Published Ann Arbor University of Michigan Law School 01.12.1998
Michigan Law Review Association
Subjects
Disclosure
Economic theory
Entrepreneurs
Federal court decisions
Financial securities
Globalization
International finance
International law
Investors
Issued capital
Jurisdiction
Political economy
Regulation of financial institutions
SEC regulations
Securities and Exchange Commission regulation
Securities offerings
Stock exchanges
Stock shares
Transnationalism
United States > US
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Summary:This article addresses the appropriate reach of the US mandatory securities disclosure regime. While disclosure obligations are imposed on issuers, they are triggered by transactions; the public offering of, or public trading in, the issuers' shares. The barriers to a truly global market for equities continue to lessen: financial information is becoming increasingly globalized and it is becoming increasingly inexpensive and easy to effect share transactions abroad. It is concluded that capital allocation improvement and managerial agency cost reduction is the only viable goal for disclosure regulation in a world with a global market for securities. It is recommended that the reach of the US disclosure regime be determined by the nationality of the issuer.
ISSN:0026-2234
1939-8557
DOI:10.2307/1290320