Abstract

http://ssrn.com/abstract=783968
 
 

Citations (1)



 
 

Footnotes (528)



 


 



Controlling Corporate Speech: Is Regulation Fair Disclosure Unconstitutional?


Antony Page


Indiana University Robert H. McKinney School of Law

Katy H. H. Yang


Independent


UC Davis Law Review, Forthcoming

Abstract:     
We analyze whether Regulation Fair Disclosure, SEC Chairman Arthur Levitt's crowning achievement, violates the First Amendment. Regulation FD requires that a company that discloses material non-public information to certain private audiences must also make that information public, subject to certain safe-harbors. The Regulation solely targets speech, acting either to compel it to a public audience or as a burden on private disclosure. Part I examines the reach of Regulation FD, the enforcement actions to date, and currently available empirical data. Part II provides an introduction to the interaction of the First Amendment and SEC regulations affecting speech. Part III broadens the analysis to include regulations compelling or burdening commercial and mixed commercial/non-commercial speech, and applies these lessons to Regulation FD in light of the clear trend towards greater protection of corporate speech. Finally, Part IV analyzes the SEC's justifications for Regulation FD and evaluates how effectively they are achieved. We conclude that given the poor fit between the SEC's means and ends, Regulation FD should not survive a constitutional challenge.

Number of Pages in PDF File: 83

Keywords: Government regulation, fair disclosure, selective disclosure, First Amendment, insider trading

Accepted Paper Series





Download This Paper

Date posted: August 23, 2005  

Suggested Citation

Page, Antony and Yang, Katy H. H., Controlling Corporate Speech: Is Regulation Fair Disclosure Unconstitutional?. UC Davis Law Review, Forthcoming. Available at SSRN: http://ssrn.com/abstract=783968

Contact Information

Antony Page (Contact Author)
Indiana University Robert H. McKinney School of Law ( email )
530 West New York Street
Indianapolis, IN 46202
United States
317.278.9037 (Phone)

Katy H. H. Yang
Independent ( email )
No Address Available
Feedback to SSRN


Paper statistics
Abstract Views: 1,779
Downloads: 238
Download Rank: 74,654
Citations:  1
Footnotes:  528

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo8 in 0.234 seconds