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Reinventing the Securities Disclosure Regime: Online Questionnaires as Substitutes for Form-Based Filings

11 Pages Posted: 19 Aug 2008 Last revised: 27 Jul 2014

Joseph Grundfest

Stanford University Law School

Alan L. Beller

Cleary Gottlieb Steen & Hamilton LLP

Date Written: August 4, 2008

Abstract

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.

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, M48

Suggested Citation

Grundfest, Joseph and Beller, Alan L., Reinventing the Securities Disclosure Regime: Online Questionnaires as Substitutes for Form-Based Filings (August 4, 2008). Stanford Law and Economics Olin Working Paper No. 361; Rock Center for Corporate Governance at Stanford University Working Paper No. 2. Available at SSRN: https://ssrn.com/abstract=1235082 or http://dx.doi.org/10.2139/ssrn.1235082

Joseph A. Grundfest (Contact Author)

Stanford University Law School ( email )

559 Nathan Abbott Way
Stanford, CA 94305-8610
United States
650-723-0458 (Phone)
650-723-8229 (Fax)

Alan L. Beller

Cleary Gottlieb Steen & Hamilton LLP ( email )

One Liberty Plaza
New York, NY 10006
United States

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