A Study On Securities Disclosure Regulation

This doctor thesis consists of an introduction and four chapters. The introductory remarks mainly analyze the theory and operating mechanism of the securities disclosure regulations, pointing out the current situation and significance of the research and delineating the basic framework and scope of the research.Chapter One traces back the origin and development of the securities disclosure regulations and its underlying spirit, discovering the basic thread and development condition of the historical origin of the securities disclosure regulations. The author describes the three development stage of the securities disclosure regulations: firstly, the establishment of the securities disclosure regulations in Britain, its symbols include the adoption of the Joint Stock Company Act of 1844; secondly, the all-round development of the securities disclosure regulations in US, with the symbol of the enactment of Securities Act of 1933 and Securities Exchange Act of 1934; thirdly, the securities disclosure regulations are broadly used for reference by many countries and have secured the international coordination and development. The securities laws of various states commonly have accepted the securities disclosure regulations. Some international documents, like the Objects and Principles of the Securities Regulation , have set transparency and information disclosure as the minimum standard for the securities regulations of their member states. Thus, the course of history of the emergence and development of the securities disclosure regulations may be summarized as: starting from the "obligation of representation " in the specific contract relationship-one kind of fiduciary duty arising out of the insurance contract or the trustee management of the property, then further developing into "the information disclosure duty of the corporation to the shareholders", transferring to "the information disclosure of the corporation and relevant body to all the investors in the society", subsequently growing into a full set of securities disclosure regulations which are promoted and enforced by the special government agencies, and eventually evolving into an fundamental regime which is indispensable to the securities regulation system of various countries.Applying the methods of economic, legal, and social analysis and adopting the doctrines of information theory, the fiduciary theory, and social confidence doctrine, Chapter Two comprehensively probes into the theoretical foundation of disclosure regulations as well as its spirit, further discovers the value of efficiency, equity, and order inherent in it, and proves the fairness of the securities disclosure regulations.Firstly, by dissecting the market deficiency and the particularity of the information issue in the securities market, the article asserts that, essentially the information disclosure is the regulation system which conquers the information theory in the securities market. Secondly, according to the analysis of the fiduciary theory, the investment contract in the securities market has a very serious inclination of right unbalance, which falls into "the fiduciary relationship"; information disclosure is established as the basic resolution to the right unbalance of the "fiduciary relationship". Thirdly, under the analysis of the doctrine of social confidence doctrine, it is the information disclosure that constitutes the primary means to re-gain the confidence of the general public and to turn the scale. The order value of information disclosure is that it contributes to the structuring of the positive social order.From the viewpoint of the feasibility of the system and spirit, Chapter Three comprehensively observes, studies and demonstrates the main contents of the securities information disclosure. The system of the securities information disclosure is composed of three parts: the duty of disclosure, the regime safeguarding the information disclosure, and position and responsibility of the government. For the sake of highlighting the emphasis and av...