SEC Rules, Stakeholder Interests, and Cost-Benefit Analysis

Capital Markets Law Journal, Vol. 10, No.3 (2015)

USC CLASS Research Paper No. CLASS15-3

14 Pages Posted: 23 Dec 2014 Last revised: 18 Jun 2015

Date Written: November 20, 2014

Abstract

Rules designed to regulate capital markets and protect investors often have spillover effects, either negative or positive, on stakeholders other than investors. These stakeholders can include managers, employees, consumers, taxpayers, gatekeepers, vendors, and others. This raises a question as to whether cost-benefit analyses of such investor protection rules -- to the extent that the regulator is expected to conduct them -- should take account of these spillover effects. One dilemma is that a rule may potentially be net beneficial to investors while net costly to society at large, or alternatively, it may be net beneficial to society at large but net costly to investors. An examination of several SEC rules indeed suggests that this type of discrepancy can indeed arise routinely. Therefore, current calls in the U.S. to have the SEC conduct more rigorous cost-benefit analyses of its rules should be preceded by a more candid discussion as to the appropriate criterion for determining the efficiency of SEC rules.

Note: This article has been accepted for publication in the Capital Markets Law Journal published by Oxford University Press. This is a pre-publication version of the article. The published version will be accessible at the Oxford Journals website.

Keywords: Cost-benefit analysis, securities regulation, Circular A-4, total surplus, investor welfare, efficiency, Securities and Exchange Commission, Sarbanes-Oxley Act, proxy access, executive compensation, Business Roundtable, Financial Regulatory Responsibility Act, Independent Regulatory Analysis Act

JEL Classification: D43, D50, D60, D61, G1, G14, G28, K2, K22, K23, L1, L5, L51

Suggested Citation

Lee, Yoon-Ho Alex, SEC Rules, Stakeholder Interests, and Cost-Benefit Analysis (November 20, 2014). Capital Markets Law Journal, Vol. 10, No.3 (2015); USC CLASS Research Paper No. CLASS15-3. Available at SSRN: https://ssrn.com/abstract=2541805

Yoon-Ho Alex Lee (Contact Author)

Northwestern Pritzker School of Law ( email )

375 E. Chicago Ave
Chicago, IL 60611
United States
(312) 503-2565 (Phone)

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