| The legal research on corporate governance is an important one of corporate law. The essence of corporate governance is how to make the management pursue the most benefit for the shareholders, and realize the mechanism of balance of rights between shareholders and management. It is inversely accepted that the validity of corporate governance will directly influence the development of the economy and the progress of the society. Effective corporate governance should consider various systems, among which the financial disclosure is an important issue.China's market economy and securities business have a shorter history compared with the western countries. And the research on corporate governance had not been started until 1990's. These are the factors that attribute to the immatureness of the financial disclosure of the public listed companies in China. In this dissertation, I want to present comparative legal research on of the securities regulations of the American financial disclosure system. By analyzing the achievement and limitation of the American financial disclosure system, I hope it will give references and contribute to China's financial disclosure system. Chapter One introduces the concept of corporate and the corporate governance, and point out that the financial disclosure is the important issue ofcorporate governance. Corporate governance derives from the separation of ownership and managing rights of the modern corporate; in other words, the mechanism of balance of tights among shareholders, directors and management needs to be established. Effective corporate governance should consider various systems within the corporate. Financial disclosure protects the investor's rights of acknowledge and the benefit from the investment, by building up the openness and transparency of the securities market. Chapter Two analyzes the American financial disclosure system in details. Firstly, on the basis of the legal theory, the financial disclosure system is divided into two categories: one is first-time of financial disclosure when issuing the securities, and the other is continuous financial disclosure during the securities transactions. By comparative study, there are different regulations on financial disclosure in The Securities Act of 1933 and The Securities Exchange Act of 1934. In order to avoid the conflicts in the two Acts, the Securities Exchange Commission (SEC) adopted the new integrated disclosure system in 1980. Secondly, from the viewpoint of the content and format of the disclosure, the financial disclosure criterion can be divided into essential content criterion (openness, equitableness and justness criterion, authenticity, integrality, veracity, and punctuality) and the format criterion (standardization, readability and attainability). The detailed description and analyses of the criterion have beengiven in the dissertation. In the last part of this chapter, through cases study, the concept and criterion of the disclosure of material financial information are presented.Chapter Three analyses the limitation in the American financial disclosure system. Though American financial disclosure system has been regarded as the example for the other countries, it did not avoid the series of financial fraud cases, and resulted in faith crisis all through the world. After the study of Anron, it can be found out that there is a gap between the American financial disclosure system and the development of its economy. The problems in corporate governance, independence of the agencies, affiliate transaction and faith crisis are challenging the corporate governance and the securities regulations of the U.S.A.. In Chapter Four, I firstly analyze the both the problems and the reasons in China's financial disclosure system. Due to the short history of Chinese securities market, the effective legal system of the securities market has not been established. The problems in China's financial disclosure system are false disclosure, insufficient disclosure, late disclosure and affiliate... |
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