The Archives

Everything written by Stephen M. Bainbridge on law, economics, and more

Stephen Bainbridge on Mandatory Disclosure: A Behavioral Analysis

Mandatory disclosure is a—maybe the—defining characteristic of U.S. securities regulation. Issuers selling securities in a public offering must file a registration statement with the SEC containing detailed disclosures, and thereafter comply with the periodic disclosure regime. Although the New Deal-era Congresses that adopted the securities laws thought mandated disclosure was an essential element of securities ... Stephen Bainbridge on Mandatory Disclosure: A Behavioral Analysis