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

Fox, Merritt B.

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.


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Michigan Law Review

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October 14, 2015