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“In 2011, it was awarded ex aequo the
prestigious Pierre Coppens Prize that rewards a book on company law.”
The issuance of equity via government-regulated capital markets is an
important source of corporate finance. This is an opinion endorsed by many
influential policymakers and authors, many of whom add, however, that
over-regulation can undermine competitive advantage and thus a nation’s
economic growth. The author of this provocative book sets out to show that the
tendency towards ‘more disclosure’ that is usually the immediate regulatory
response to financial market crises may be misconceived; what is required, she
contends, is a thoughtful search for the true objectives of disclosure – the
most advantageous (for all) cost-benefit analysis of any proposed regulatory
path. In this book she provides just such a search and analysis, using as a
springboard the ‘disclosure and transparency agenda’ started with the EU
Financial Services Action Plan of 1999.
In an examination that is at once critical, comparative and interdisciplinary,
the book discusses the stated objectives of the EU issuer-disclosure regime –
principally about retail investor protection – and then goes on to identify
objectives that can actually be met in practice, i.e. market efficiency and
corporate governance. The author concludes by drawing concrete policy and
regulatory implications, along the way covering such aspects and ramifications
of the regime as the following:
• the need for retail investor protection; • the relevance of education
programmes for retail investors and of their involvement in the law-making
process; • the importance of behavioural researches; • market efficiency and
its impact on the performance of the economy; • the concepts of ‘relative’ as
opposed to ‘perfect’ market efficiency; • shareholders’ engagement in
corporate affairs; • the importance of more sophisticated market actors; • the
addressees of the issuer-disclosure regime; • reducing, where possible, the
costs for issuers to enter European regulated markets; • the importance of the
investor-investment firm (or other financial intermediary) relationship; •
content, level and format of issuer-disclosure; • quality of
issuer-disclosure; • the importance of enforcement of disclosure requirements,
including a proper civil liability regime in case of violation of the EU
issuer-disclosure regime; and • the importance of complementary substantive
rules.
In its defence of the power of market forces as regulatory means, and its
clear argument that market finance should be seen at a minimum as a useful
complement to bank credit and other financing sources, this important book can
claim a privileged space in the debate over the role of disclosure
requirements in securities regulation.
It was awarded in 2011 the prestigious Pierre Coppens Prize that rewards a
book on company law.
Foreword
Preface
Acknowledgement
List of Abbreviations
Part I General Introduction
Part II Objectives of the EU Issuer-Disclosure Regime
Chapter 1 Investor Protection
Chapter 2 Market Efficiency
Chapter 3 Corporate Governance
Part III Regulatory Implications
Chapter 1 Issuer-Disclosure Addressees and Consequences
Chapter 2 Issuer-Disclosure of Well-Established Companies in Efficient
Markets
Part IV General Conclusions
Selected Bibliography
Table of Legislations
Index