To what extent is disclosure regulation necessary in order to achieve fair securities markets in the United States?

Abstract

This thesis examines the extent to which disclosure regulation is necessary to achieve fair securities markets in the United States. It explores the interplay among regulatory frameworks, market dynamics and normative standards of fairness; advocating fairness as a procedural principle that renders objectives explicit and enhances legitimacy and consistency, rather than substituting for other regulatory goals. Existing research often treats disclosure as a fragmented legal regime, scattered across state and federal laws. Even targeted legislative measures addressing specific issues typically lack comprehensive explanations or cohesive frameworks. Reliance on judicial interpretation has not sufficiently supplemented the construction of a structural coherence of disclosure laws. This is unfortunate given the historical evolution of securities disclosure regulations, which have accumulated over a century of legislative and judicial experience. While legislative lag is often considered inevitable, this research argues that the securities domain now requires forward-looking, principled and systematic guidance rather than reactive measures. To address this, the study proposes a proactive framework for disclosure legislation centred on the genuine interests of market participants. It examines three interrelated dimensions: identifying legislative scopes that genuinely support participant interests without adverse consequences, maximising compliance with diverse regulatory purposes and structuring systematic fairness standards with practical remedies for equitable redress. These dimensions offer innovative perspectives and contribute to advancing research in securities market legislation. Methodologically, the study adopts primarily a normative approach, focusing on constructing fairness principles tailored to disclosure practices and exploring legislative boundaries – areas seldom addressed systematically in existing research. Historical analysis is also employed to contextualise legislative goals, thereby enriching contemporary proposals for a forward-looking framework. While practical analysis is limited to illustrating theoretical constructs, this research lays a foundation for further exploration, inviting future studies to refine and challenge its findings and foster meaningful advancements in securities law.