The Disclosure Regimen of the Federal Securities Laws

This chapter focuses on the disclosure framework of the federal securities laws. It explores the benefits as well as drawbacks of the current regimen and recommends measures that should be implemented to enhance its efficacy. Subjects addressed in this chapter include the focus of the securities laws on adequate disclosure rather than substantive fairness, the concept of materiality, the mandatory disclosure framework, the integrated disclosure system, the SEC’s dismantling of the mandatory disclosure framework in certain contexts, and the disclosure obligations placed upon publicly-held companies by the national securities exchanges. Upon analysis, significant gaps and drawbacks exist in this framework that should be remedied. The chapter thereupon proffers adaptable solutions that should meaningfully improve the disclosure regimen. Implementing these measures, including the requirement that companies (absent a meritorious business justification) promptly and adequately disclose all material information to the securities markets and investors, should enhance both market efficiency and investor protection.