Securities Regulation
Introductory
Issuer Disclosure
Information supplied by securities issuers through registration statements, periodic reports, current reports, proxy materials, and other legally required filings.
Why It Matters
Issuer disclosure is the central information-production mechanism in securities law. It shapes price accuracy, investor protection, liability exposure, compliance costs, and the boundary between public and private information.
Selected Literature
A short list of directly relevant archive entries.
1984
Intermediate
Mandatory Disclosure and the Protection of Investors
Frank H. Easterbrook and Daniel R. Fischel
Virginia Law Review
1984
Intermediate
Market Failure and the Economic Case for a Mandatory Disclosure System
John C. Coffee Jr.
Virginia Law Review
2016
Advanced
The Economics of Disclosure and Financial Reporting Regulation: Evidence and Suggestions for Future Research
Christian Leuz and Peter D. Wysocki
Journal of Accounting Research
2017
Advanced
Related Cases
1946
Securities Regulation
SEC v. W.J. Howey Co.
328 U.S. 293 (1946)
Definition of an investment contract under the federal securities laws.
1953
Securities Regulation
SEC v. Ralston Purina Co.
346 U.S. 119 (1953)
Whether an issuer's unregistered stock offers to employees qualified as transactions not involving a public offering.
1968
Securities Regulation
SEC v. Texas Gulf Sulphur Co.
401 F.2d 833 (2d Cir. 1968) (en banc)
Trading while in possession of material nonpublic information and the accuracy of corporate statements about a major mineral discovery.
1976
Securities Regulation
TSC Industries, Inc. v. Northway, Inc.
426 U.S. 438 (1976)
Materiality standard for omissions in proxy statements.