Escape from New York: The Market Impact of Loosening Disclosure Requirements
55 Pages Posted: 6 Mar 2008 Last revised: 2 Oct 2012
Date Written: December 23, 2008
We examine the first significant deregulation of U.S. disclosure requirements since the passage of the 1933/1934 Exchange and Securities Acts: the 2007 SEC Rule 12h-6. Rule 12h-6 has made it easier for foreign firms to deregister with the SEC and thereby terminate their U.S. disclosure obligations. We document that the market reacted negatively to the announcement by the SEC that firms from countries with weak disclosure and governance regimes could more easily opt out of the stringent U.S. reporting and legal environment. We also document that since the rule's passage, an unprecedented number of firms have deregistered, and these firms often had been previous targets of U.S. class action securities lawsuits or SEC enforcement actions. Our findings suggest that shareholders of non-U.S firms place significant value on U.S. securities regulations, especially when the home country investor protections are weak.
Keywords: 12h-6, SEC registration, disclosure, cross-listing
JEL Classification: G12, G15, F30, M41, M45, G38, K22
Suggested Citation: Suggested Citation