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An Argument for Imposing Disclosure Requirements on Public Companies

Michael D. Guttentag

Loyola Law School Los Angeles

February 26, 2009

Florida State University Law Review, No. 32, 2004

This Article addresses the lack of adequate justification for federally imposed disclosure requirements by starting de novo, and considering anew which, if any, disclosure requirements should be imposed on public companies. To do this, the significant costs and benefits of public company disclosures are identified. Then a market failure argument for regulating public company disclosures is developed. Finally, this framework is used to evaluate a specific disclosure requirement. The analysis leads to a surprising conclusion. Federal public company disclosure requirements are inadequate in at least one important respect, not because there are too many disclosure requirements, but because there are too few. Public company managers should be required to disclose substantially more of the information they use to manage their firms' operations than they are currently required to disclose.

Number of Pages in PDF File: 74

Keywords: Disclosure, regulation

JEL Classification: K22, L51

Accepted Paper Series

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Date posted: August 4, 2004 ; Last revised: March 2, 2009

Suggested Citation

Guttentag, Michael D., An Argument for Imposing Disclosure Requirements on Public Companies (February 26, 2009). Florida State University Law Review, No. 32, 2004. Available at SSRN: http://ssrn.com/abstract=572463

Contact Information

Michael D. Guttentag (Contact Author)
Loyola Law School Los Angeles ( email )
919 Albany Street
Los Angeles, CA 90015-1211
United States
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