Evaluating the impact of securities regulation on venture capital markets /

"Planning Office, National Bureau of Standards."

Regulation S-X under the securities act of 1933 : securities exchange act of 1934, and the investment company act of 1940 : form and content of financial statements, as amended to and including April, 1947.

Mode of access: Internet.

Regulation S-X under the securities act of 1933 : securities exchange act of 1934, the public utilities holding company act of 1935 and the investment company act of 1940 : form and content of financial statements, as amended to and including March 12, 1951.

Mode of access: Internet.

Securities market regulators’ use of the ‘please explain’ queries sanction and its power of compliance

The aim of this study is to investigate the compliance impact of price queries issued by a securities market operator to its participating firms. Market operators in Australia and New Zealand, such as the Australian Securities Exchange and the New Zealand Securities Exchange, have the regulatory power in their rules to issue queries to its market participants to explain unusual fluctuations in trading price or volume in the market. The operator will issue a price query where it believes that the market has not been fully informed as to price relevant information. Responsive regulation has informed much of the regulatory debate in securities laws in our region. We posit that price queries are one strategy that a market operator can use in communicating its enforcement expectations to its stakeholder. However, whilst responsive regulation informs regulatory choices, an alternate view seeks to explain why participants respond to these regulatory strategies, and we use disclosure behaviour after price queries to test compliance behaviour

Fédéralisme, concurrence intergouvernementale et intérêt national dans le domaine des valeurs mobilières au Canada

La structure de la réglementation des valeurs mobilières au Canada fait périodiquement l'objet d'un débat public et une des questions sous-jacentes est celle du partage des compétences législatives prévu par la Constitution canadienne. Le débat a été relancé en 2003 par la recommandation d'un comité de personnes averties de centraliser cette réglementation au fédéral. Les provinces, sauf l'Ontario, demeurent opposées à l'idée, préférant plutôt l'harmonisation réglementaire. Pour alléger le fardeau réglementaire des émetteurs, elles tentent également de mettre en oeuvre un « régime de passeport ». Ce débat présente la question comme un jeu à somme nulle, occultant ainsi certains principes fondamentaux du fédéralisme: innovation provinciale dans une union économique nationale. Dans ce mémoire, nous proposons donc une structure réglementaire, basée sur la théorie de la concurrence intergouvernementale, qui s'harmonise avec les compétences du gouvernement fédéral et des provinces tout en optimisant leurs atouts respectifs.

Encadrement provincial des valeurs mobilières : à la recherche d’un modèle amélioré

Mise en garde : Ce mémoire a été réalisé grâce au soutien financier du Fonds d’éducation et de saine gouvernance de l'Autorité des marchés financiers. Les informations, opinions et avis exprimés n'engagent que la responsabilité de Marie-Annick Laurendeau.

The Financial Statement Insurance Alternative to Auditor Liability

These articles evaluate using financial statement insurance (FSI) to reduce the frequency and magnitude of audit failure. The FSI concept was pioneered by Josh Ronen, NYU Accounting Professor, who has modeled its economic aspects. My paper examines FSI’s efficacy from policy and legal perspectives. I conclude that while the model is not perfect, it promises considerable advantages over the current model. While some of the existing system’s imperfections are sustained or reappear in different guises, none of the existing imperfections appears to be aggravated and the rest likely are mitigated significantly. So I prescribe a framework to permit companies, on an experimental-basis and with investor approval, to use FSI as an optional alternative to financial statement auditing backed by auditor liability.

Il conflitto fra trasparenza sui mercati finanziari ed esigenza di riservatezza della società

The thesis main topic is the conflict between disclosure in financial markets and the need for confidentiality of the firm. After a recognition of the major dynamics of information production and dissemination in the stock market, the analysis moves to the interactions between the information that a firm is tipically interested in keeping confidential, such as trade secrets or the data usually covered by patent protection, and the countervailing demand for disclosure arising from finacial markets. The analysis demonstrates that despite the seeming divergence between informational contents tipically disclosed to investors and information usually covered by intellectual property protection, the overlapping areas are nonetheless wide and the conflict between transparency in financial markets and the firm’s need for confidentiality arises frequently and sistematically. Indeed, the company’s disclosure policy is based on a continuous trade-off between the costs and the benefits related to the public dissemination of information. Such costs are mainly represented by the competitive harm caused by competitors’ access to sensitive data, while the benefits mainly refer to the lower cost of capital that the firm obtains as a consequence of more disclosure. Secrecy shields the value of costly produced information against third parties’ free riding and constitutes therefore a means to protect the firm’s incentives toward the production of new information and especially toward technological and business innovation. Excessively demanding standards of transparency in financial markets might hinder such set of incentives and thus jeopardize the dynamics of innovation production. Within Italian securities regulation, there are two sets of rules mostly relevant with respect to such an issue: the first one is the rule that mandates issuers to promptly disclose all price-sensitive information to the market on an ongoing basis; the second one is the duty to disclose in the prospectus all the information “necessary to enable investors to make an informed assessment” of the issuers’ financial and economic perspectives. Both rules impose high disclosure standards and have potentially unlimited scope. Yet, they have safe harbours aimed at protecting the issuer need for confidentiality. Despite the structural incompatibility between public dissemination of information and the firm’s need to keep certain data confidential, there are certain ways to convey information to the market while preserving at the same time the firm’s need for confidentality. Such means are insider trading and selective disclosure: both are based on mechanics whereby the process of price reaction to the new information takes place without any corresponding activity of public release of data. Therefore, they offer a solution to the conflict between disclosure and the need for confidentiality that enhances market efficiency and preserves at the same time the private set of incentives toward innovation.

Stock market study : regulation of unlisted securities : hearings before a subcommittee of the Committee on Banking and Currency, United States Senate, Eighty-fourth Congress first session, on S. 2054, a bill to amend the Securities Exchange Act of 1934, as amended.

Hearings held June 27, 1955-July 6, 1956.

Unincorporated associations as entities : a matter of balance between regulation and facilitation?

Small non-profit organisations play a vital role in the creation of social capital and resilience of civil society in Australia. A number of government inquiries have recently been commissioned to propose reform to non-profit enterprise and it is timely to examine the suitability of legal structures available for small non-profit organisations. This article reviews the characteristics of small Australian non-profit organisations and the legal treatment of similar associations in New Zealand, the United Kingdom, Europe, Canada and United States to inform possible reform strategies. Reforms are then proposed for small Australian unincorporated organisations which allow them access to the benefits of separate legal entity status, but with regulation proportionate to the risks posed to the broader community.

The regulation of insurance intermediaries in the Australian financial services market

The insurance industry discharges a critical role in the Australian economy and is a significant part of the Australian financial services market. The industry relies upon intermediaries, the principal types being brokers and agents, to promote, arrange and distribute their products and services in the market. The pivotal role that they play in this context and sensitivities associated with the consumer oriented products, such as house and contents insurance, has ensured close regulatory attention. Of particular importance was the passage of the Insurance (Agents and Brokers) Act 1984 (Cth), a comprehensive attempt to address the responsibilities of intermediaries as well as particular problem areas associated with the handling of money. However, with the introduction of financial services and market reform early in the new millennium this insurance intermediary specific regulatory approach was abandoned in favour of a market-wide strategy; that is, market reform was based upon across-the-board licensing, disclosure, conduct and fairness standards, and all financial products and services are now regulated at a generic level under Ch 7 of the Corporations Act 2001 (Cth). This article briefly explores the categories of insurance intermediaries and the relevant distinctions between them but focuses mainly upon the regulatory context in which they operate. This context transcends a strictly legal framework as the regulatory body, the Australian Securities and Investments Commission (ASIC), has sought to inform and guide the market through Policy Statements and Regulatory Guides. The usefulness of these guides as an adjunct to the legislation in explaining the scope and operation of regulatory framework is examined. In addition, the article looks at the self-regulatory and dispute resolution practices in this area and their impact. In conclusion an assessment of this across-the-board regulatory regime is advanced.

Phase two of the National Credit Reforms : examining the regulation of payday lenders

This study seeks to analyse the adequacy of the current regulation of the payday lending industry in Australia, and consider whether there is a need for additional regulation to protect consumers of these services. The report examines the different regulatory approaches adopted in comparable OECD countries, and reviews alternative models for payday regulation, in particular, the role played by responsible lending. The study also examines the consumer protection mechanisms now in existence in Australia in the National Consumer Credit Protection Act 2009 (Cth) (NCCP) and the National Credit Code (NCC) contained in Schedule 1 of that Act and in the Australian Securities and Investments Commission Act 2001 (Cth).

A securities market operator's use of the "please explain" price query and its impact on compliance

Market operators in New Zealand and Australia, such as the New Zealand Exchange (NZX) and the Australian Securities Exchange (ASX), have the regulatory power in their listing rules to issue queries to their market participants to explain unusual fluctuations in trading price and/or volume in the market. The operator will issue a price query where it believes that the market has not been fully informed as to price relevant information. Responsive regulation theory has informed much of the regulatory debate in securities laws in the region. Price queries map onto the lower level of the enforcement pyramid envisaged by responsive regulation and are one strategy that a market operator can use in communicating its compliance expectations to its stakeholders. The issue of a price query may be a precursor to more severe enforcement activities. The aim of this study is to investigate whether increased use of price queries by the securities market operator in New Zealand corresponded with an increase in disclosure frequency by all participating companies. The study finds that an increased use of price queries did correspond with an increase in disclosure frequency. A possible explanation for this finding is that price queries are an effective means of appealing to the factors that motivate corporations, and the individuals who control them, to comply with the law and regulatory requirements. This finding will have implications for both the NZX and the ASX as well as for regulators and policy makers generally.