Volume 107
Issue 4
April '19

Disclosure’s Purpose

Written By: Hillary A. Sale


The U.S. disclosure regime is premised on the deceptively simple idea that requiring information from issuers will increase accountability and, thereby, help to level the playing field for investors, issuers, and the public. This Article explores that premise in the context of the purposes of disclosure, developing the understanding of the importance of the regime to stakeholders and the public, and situating it in the theory of publicness. The Article also examines the designated-securities-monitor role of directors, deploying case studies of Exxon and Wells Fargo to further develop the purposes of disclosure, the theory of publicness, and the role of directors in ensuring discourse and candor and upholding the securities regulatory regime.

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