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Journal of Accounting Research Vol. 47 No. 2 2009

Securities Laws, Disclosure, and National Capital Markets in the Age of Financial Globalization

René M. Stulz1,2,3

1 Conference Board · 2 Federal Emergency Management Agency · 3 The Ohio State University

Abstract

As barriers to international investment fall and technology improves, the cost advantages for a firm's securities to trade publicly in the country in which that firm is located and for that country to have a market for publicly traded securities distinct from the capital markets of other countries will progressively disappear. Securities laws remain an important determinant of whether and where securities are issued, how they are valued, who owns them, and where they trade. I show that there is a demand from entrepreneurs for mechanisms that allow them to commit to credible disclosure because disclosure helps reduce agency costs. Under some circumstances, mandatory disclosure through securities laws can help satisfy that demand, but only provided investors or the state can act on the information disclosed and the laws cannot be weakened ex post too much through lobbying by corporate insiders. With financial globalization, national disclosure laws can have wide‐ranging effects on a country's welfare, on firms and on investor portfolios, including the extent to which share holdings reveal a home bias. In equilibrium, if firms can choose the securities laws they are subject to when they go public, some firms will choose stronger securities laws than those of the country in which they are located and some firms will do the opposite.

DOI
10.1111/j.1475-679x.2009.00327.x
Volume
47
Issue
2
Pages
349-390
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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