Reinventing the Securities Disclosure Regime: Online Questionnaires as Substitutes for Form-Based Filings
Stanford University Law School
Alan L. Beller
Cleary Gottlieb Steen & Hamilton LLP
August 4, 2008
Stanford Law and Economics Olin Working Paper No. 361
Rock Center for Corporate Governance at Stanford University Working Paper No. 2
We briefly describe a proposed reform of the SEC's disclosure process that would replace the great majority of disclosure forms with an on-line questionnaire driven disclosure regime subject to mandatory updating according to a schedule defined by the Commission. This approach allows the Commission to elicit all the information currently generated by its forms-based filing system at, we believe, a dramatically lower cost to filers. It would also facilitate rapid, low-cost construction of databases that promote ready comparison of disclosures across registrants and over time. The system promises to eliminate the filing of duplicative information and can automatically focus attention on changes from prior disclosures. It thereby facilitates Commission review while simultaneously calling the market's attention to matters most likely to influence price formation. This new regime would also allow the Commission to achieve the significant potential benefits of a company-based disclosure system without seeking legislative authority, and without running the risk of changes to the liability structure provided under the current offerings-based disclosure regime.
Number of Pages in PDF File: 11
Keywords: Securities and Exchange Commission, securities disclosure, registration, periodic filing, periodic reports, EDGAR, XBRL, internet, on-line questionnaire
JEL Classification: G14, K22, K42, L15, L51, L84, L88, M48working papers series
Date posted: August 19, 2008 ; Last revised: September 29, 2009
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