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The Securities and Exchange Commission and the publicly-held company: An overview of the US regulatory system

  • Harvey L. Pitt
Part of the Studies in Regulation book series (STUDREG)

Abstract

In 1831, two young Frenchmen were sent by their Minister of the Interior to conduct a survey of prisons in the United States. The men used the opportunity to travel for almost a year throughout that young country, and the recorded observations of one of them, Alexis de Tocqueville, would later be collected in a work called Democracy in America that to this day is studied for its remarkably prescient insights into the American people and their system of government.

Keywords

Corporate Governance Supra Note Institutional Investor Wall Street Journal Security Market 
These keywords were added by machine and not by the authors. This process is experimental and the keywords may be updated as the learning algorithm improves.

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Notes

  1. 1.
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  2. 2.
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    Id. See also, 17 C.F.R. Sec. 201.14 (1995). For a fuller, more practical (if, in certain respects, slightly dated) view of the SEC investigatory process, see generally, Ferrara and Nerkle, Overview of an SEC Enforcement Action. 8 CORP. L. REV. 306. 306–22 (1985).Google Scholar
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  25. 96.
    Alexander, Do the merits matter? A study of settlements in securities class actions, 43 Stan. L. Rev. 497, 526–8 (1991).Google Scholar
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    See, Harvey L. Pitt, Written submission before the securities exchange commission regarding a soft harbor for forward-looking statements 4–5 (February 13, 1995).Google Scholar
  27. 104.
    See generally Bhide, Deficient Governance, Harv. Bus. Rev. 129–139 (Nov-Dec. 1994). For a general review of empirical evidence suggesting the value of corporate oversight by institutional investors, see Black, The value of institutional investor monitoring: The empirical evidence, 39 U.C.L.A. L. Rev. 895 (1992).Google Scholar
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    U.S.C. Sec. 77o, 78t(a) (1995). See also Coffee, The SEC and the institutional investor: A half-time report, 15 Cardozo L. Rev. 837, 897–99 (1994).Google Scholar
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    Wall Street Journal, Oct. 5, 1993, at Al; N.Y. Times, Mar. 25, 1993, at D1.Google Scholar
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    See Breeden, supra note 2, at S85 (“As of early November [1993] the securities of 562 foreign companies from forty countries trade in the public markets of the United States, representing every continent except the Antarctic. If [Rep.] John Dingle hadn’t been harassing me about my foreign travel, I would have gone to the Antarctic looking for a company to come and list in the U.S. market”). See also, Warbrick, Practical Company Experience in Entering U.S. Markets: Significant Issues and Hurdles from the Issuers Perspective, 17 Fordham Intl L.J. S 112, S118 (1994) (“In terms of dealing with the SEC [in listing a New Zealand company], I think we would have to describe our experience as very pleasant. The SEC staff was always helpful, always trying to assist us through the problems. As uncompromising as SEC standards are, the SEC staff was always seeking to help us through the process to find a solution that was workable. I think that was the key”).Google Scholar
  31. 123.
    Jennings, Marsh & Coffee, Securities Regulation1578–79 (1992).Google Scholar
  32. 124.
    Id. at 1578. For a more detailed description of the mechanics of ADR operation, see Velli, American Depositary Receipts: An Overview, 17 Fordham Intl L.J. S38, S39–S40 (1994).Google Scholar
  33. 141.
    Roquette, New developments relating to the internationalization of the capital markets: A comparison of legislative reforms in the United States, the European Community, and Germany, 14 U. PA. J. INTL BUS. L. 565, 576 (1994) (“One must bear in mind, though, that the SEC’s acceptance of reciprocal recognition of disclosure standards was largely influenced by the similarity of the regulatory systems and the accounting and auditing standards of Canada and the United States, and by the significant presence of Canadian issuers in the U.S. market”).Google Scholar
  34. 142.
    See, e.g. Wall Street Journal, supra note 119, at A8; Wall Street Journal, August 27, 1993, at A6 (contention by former chief economist of the New York Stock Exchange that SEC requirement that foreign issuers conform financial information to U.S. GAAP is ‘intellectual arrogance’ unsubstantiated by any practical superiority of those rules). See generally Rader, Accounting issues in cross-border securities offerings, 17 Fordham Intl L.J. S 129 (1994).Google Scholar
  35. 143.
    See Wall Street Journal, supra note 123, at A8; Breeden, supra note 2, at S91.Google Scholar

Copyright information

© The Regulatory Policy Institute 1997

Authors and Affiliations

  • Harvey L. Pitt

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