Securities Regulation as Lobster Trap: A Credible Commitment Theory of Mandatory Disclosure

Authors

Edward Rock, University of Pennsylvania Law School

Abstract

What functions does the existing mandatory disclosure system serve? In this Article, I argue that the existing SEC system can be understood as providing issuers with a mechanism for making a credible commitment to high quality, comprehensive disclosure for an indefinite period into the future. This credible commitment device is particularly useful to new domestic issuers and to foreign issuers seeking to tap the U.S. capital markets. This credible commitment justification explains the striking but little discussed practical and formal asymmetry between the ease of entry into the SEC system and the difficulty of exit from it. I then consider the implications of this credible commitment view for the various proposals on securities disclosure in a global capital market, and the tradeoffs between the potential benefits of increasing competition among suppliers of disclosure regulation and the potential loss of the ability of any system to offer credible commitment.

Disciplines

Contracts | Dispute Resolution and Arbitration | Insurance Law | Law | Securities Law

Recommended Citation

Edward Rock, Securities Regulation as Lobster Trap: A Credible Commitment Theory of Mandatory Disclosure, 23 Cardozo L. Rev. 675 (2002).
Available at: https://larc.cardozo.yu.edu/clr/vol23/iss2/6