Abstract
Disclosure regulation is now based on so many different laws which were passed at different times for different purposes that it is now so disparate and piecemeal that it runs the risk of failing to provide effective disclosure to stakeholders—including investors—and as a result it undermines stakeholder confidence in financial markets. As we demonstrate in this book, the many laws of disclosure remain unsettled, inconsistent and they now lack any consistent theoretical basis. Initially, disclosure was self-regulated by the self-written rules of the early stock exchanges, structured like private clubs. Experience over the centuries has shown some benefits of self-regulation, such as industry expertise, flexibility of administration, on site, usually cost-effective and, enforcement by means of expulsion. Equally, experience over the centuries has shown some failures in self-regulation such as uneven enforcement, especially involving business colleagues and cronies, and conflicts of interest. The failures in self-regulation meant that the many gaps in disclosure were unfair to stakeholders. This chapter concludes that there are benefits in stock exchange self-regulation, if backed up by, and given legal effect with, coregulation by securities commissions or governments working with stock exchanges to ensure the effective and the efficient administration and enforcement of stock exchange rules.
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Notes
- 1.
Douglas (1940), p. 82.
- 2.
Oxford English Dictionary.
- 3.
Condon (1998), p. 129.
- 4.
E.g., the definition of an SRO in the Investments and Securities Act 2007 (Nigeria) s 315 (Interpretation): ‘“self regulatory organisation” means any registered securities exchange, capital trade point, an association of securities dealers, clearing house, capital market trade association or any other self regulatory body approved as such, by the Commission’.
- 5.
My word is my bond; in Latin, dictum meum pactum. The motto of the London Stock Exchange from 1801.
- 6.
On self-regulation, see, e.g., Commonwealth of Australia and Financial System Inquiry Committee (1997), pp. 195 and 535–537; Organization of Economic Development (2005), p. 4; recommended consideration of alternatives to regulation—such as self-regulation—‘that give greater scope to citizens and firms … when considering such alternatives, consideration must take account of their costs, benefits, distributional effects, impact on competition and market openness and administrative requirements’; National Consumer Council (UK) (2000), Securities Industry and Financial Markets Association (2000), DeMarzo et al. (2001), European Commission (2001), Parker (2002), and Australian Law Reform Commission (2002).
- 7.
Douglas (1940).
- 8.
In line with Berle and Means (1967) (the effect of the separation of ownership of the corporation by shareholders and its control by management).
- 9.
Parker and Lehmann Nielsen (2007), pp. 187 and 192–194.
- 10.
Tarr (1985), pp. 312–315.
- 11.
Hence the need for lawyers and legal process: see, e.g., Collier (2001), p. 189.
- 12.
- 13.
- 14.
This is discussed in Chap. 5.
- 15.
- 16.
Of course, the law of the land applied such as relevant statute law and common law criminal law. For Australia, see, e.g., Schoer (1993). Schoer referred to ‘the benefit of legislative backing’.
- 17.
Banner (1998), p. 179.
- 18.
For a discussion of important crashes in the twentieth/twenty-first century, see Chap. 3.
- 19.
- 20.
- 21.
See Chap. 3, section “The Mining Boom in Australia in the 1970s”.
- 22.
See, e.g., Low (2000), pp. 13 and 14.
- 23.
In the words of the Barbados Stock Exchange.
- 24.
See, e.g., Stockholm Stock Exchange (1993); Helsinki Stock Exchange (1995); Copenhagen Stock Exchange, Amsterdam Stock Exchange (1996); Australian Stock Exchange (ASX: 1998); Singapore Stock Exchange (1999), Hong Kong Stock Exchange (2000), Toronto, NYSE, Chicago Mercantile Exchange (2000), Frankfurt Stock Exchange (2001), Nairobi Securities Exchange (2011). Demutualization is a current priority of the Namibian Stock Exchange and the Uganda Securities Exchange.
- 25.
The stock exchange owns its information: ‘Here’s a business puzzler for you: Who owns the stock quotations? Are they the property of the stock exchanges that administer the market, or the individual traders who ‘create’ it by buying and selling stocks? That turns out to be a hot issue these days, thanks to our peripatetic friend the Internet. As data swirl around the new Information Economy, the ability to establish property rights—and charge a fee every time someone accesses a particular piece of data—has become a big business. It’s like staking claims in a gold rush, this matter of defining ownership rights in cyberspace’. Lee sees this as yet to be resolved: Lee (2002), Prediction 2 (There will be many years of legal and regulatory battles over whether exchanges own their quote and trade data).
- 26.
Miller (1985), pp. 853 and 885.
- 27.
Cranston (1990), pp. 127, 142 and 143.
- 28.
Tarr (1985), p. 314.
- 29.
Commonwealth of Australia and Senate Select Committee on Securities and Exchange (1974), para 16.13.
- 30.
See, e.g., Tarr (1985), p. 315.
- 31.
Mahoney (1997), pp. 1453 and 1454.
- 32.
- 33.
Commonwealth of Australia and Senate Select Committee on Securities and Exchange (1974), para 16.12.
- 34.
See, e.g., Kahan (1997), pp. 1509 and 1516.
- 35.
Karmel (1988), p. 1297.
- 36.
United States Senate Subcommittee on Securities, Committee on Banking, Housing and Urban Affairs (1973), cited in Merrill Lynch, Pierce, Fenner and Smith Inc v National Association of Securities Dealers Inc (1980) 616F 2d 1363, 1366.
- 37.
Benjamin (2007), para 25.31.
- 38.
See, e.g., Donnan (1999), p. 1, cited in International Council of Payment Association Chief Executives (2007), p. 17. http://www.apca.com.au/docs/policy-debate/icpace_principles_07.pdf.
- 39.
Wallman (2009), pp. 825 and 831 (Would imposing fines risk focusing the stock exchange on fines for revenue rather than fines for regulation?).
- 40.
Commonwealth of Australia and Senate Select Committee on Securities and Exchange (1974), para 16.13.
- 41.
Houthakker (1982), pp. 481 and 482.
- 42.
Heathcote (2003), p. 279.
- 43.
- 44.
See, e.g., Coffee and Sale (2009), p. 707.
- 45.
Karmel (1988).
- 46.
See, e.g., Lipton (1983), p. 527.
- 47.
- 48.
The original Securities Industry Act of 1970/1971 did not remedy this or other shortcomings found by the Commonwealth of Australia and Senate Select Committee on Securities and Exchange (1974), chapter 15 (‘The failings of existing regulators’).
- 49.
This is discussed in more detail in Chap. 6.
- 50.
See, e.g., Latimer (2009), p. 9.
- 51.
They were alluded to by economist Adam Smith in the eighteenth century: ‘People of the same trade seldom meet together, even for merriment and diversion, but the conversation ends in a conspiracy against the public, or in some contrivance to raise prices. It is impossible indeed to prevent such meetings, by any law which either could be executed, or would be consistent with liberty and justice. But though the law cannot hinder people of the same trade from sometimes assembling together, it ought to do nothing to facilitate such assemblies; much less to render them necessary’: Smith (1776), p. 1.
- 52.
Tarr (1985), p. 313.
- 53.
Self-regulation in Malaysian financial markets started to break down with ‘creaks of weakness’ in the 1980s and early 1990s: Malaysia Securities Commission (2004), p. 43.
- 54.
- 55.
- 56.
- 57.
Gellhorn (1956), p. 114.
- 58.
See, e.g., Smythe (1984), p. 475.
- 59.
Mahoney (1997), p. 1467.
- 60.
- 61.
- 62.
Gellhorn (1956), p. 140.
- 63.
See, generally, Gadinis and Jackson (2006), pp. 1239 and 1253–1255.
- 64.
World Federation of Exchanges (2005).
- 65.
Donnan (1999).
- 66.
- 67.
E.g., Lauritsen (2003), p. 468.
- 68.
Baxt (1974), p. 151.
- 69.
Bartle and Vass (2007), p. 885.
- 70.
Gunningham and Rees (1997), p. 363.
- 71.
Braithwaite (2004).
- 72.
Mahoney (1997), p. 1475.
- 73.
Parker (2002), p. 292.
- 74.
Benjamin (2007), para 23.24.
- 75.
Lipton (1983), p. 528.
- 76.
Dombalagian (2004–2005), p. 1069.
- 77.
A survey by the World Federation of Exchanges (WFE) found that only three stock exchanges said there were regulation areas they wished to be rid of—‘upstairs activity’, surveillance of IT and multi-market investigations into potential market abuse and insider trading: World Federation of Exchanges (2005).
- 78.
- 79.
International Organization of Securities Commission (1998), p. iv.
- 80.
See Carson (2011), p. 1.
- 81.
Carson (2011), pp. 17–22.
- 82.
Carson (2011), p. 1.
- 83.
Corporations Act 2001 (Cth) Part 7.2A (Supervision of financial markets), enacted in 2010. This new supervision has given ASIC the power to make Market Integrity Rules to apply to licensed markets, administered not by the market but by ASIC. See, e.g., Austin (2010), p. 444.
- 84.
See Maume (2014), pp. 214, 216 and 217.
- 85.
Carson (2011), p. 2.
- 86.
International Organization of Securities Commissions (2011), p. 223.
- 87.
International Organization of Securities Commissions (2011), p. 52.
- 88.
United States Securities and Exchange Commission (2004).
- 89.
Börsengesetz [Stock Exchange Act] (Germany) § 7 (BörsenG). For more details on the trading surveillance office, see http://www.boerse-frankfurt.de/en/trading+standards/huest. Accessed 10 June 2014.
- 90.
E.g., in New Zealand, the New Zealand Exchange appointed an internal Head of Regulation. However, such an internal solution can hardly replace a formally independent body. See Maume (2014), p. 219.
- 91.
Oladele and Ogunleye (2006), p. 54 (referring to the United States and Nigeria).
- 92.
See, e.g., International Organization of Securities Commissions (2011), p. 61 (regulated entities remain accountable for any delegated activity in relation to enforcement).
- 93.
Douglas (1940), p. 82.
- 94.
International Organization of Securities Commissions (2011), p. 52.
- 95.
Financial Conduct Authority (UK) (the fundamental obligations of all firms under the regulatory system).
- 96.
See International Organization of Securities Commissions (2011), p. 53.
- 97.
United Kingdom Securities and Investments Board (1990), para 96–230.
- 98.
- 99.
For example, in Nigeria, the Securities and Exchange Commission (Investments and Securities Act 2007 (Nigeria) s 28(1) (Registration of securities exchanges and capital trade points); in South Africa, the Financial Services Board (Financial Markets Act 2012 (South Africa) s 9 (Licensing of exchange)); in Switzerland, the Financial Market Supervisory Authority (FINMA; Börsengesetz [Stock Exchange Act] (Switzerland) Art 3); in Uganda, the Capital Markets Authority (‘authority’) (Capital Markets Authority Act 1996 (Uganda) s 24).
- 100.
The responsible government body may vary between countries, for example, in Australia, the Commonwealth government (‘Minister’: Corporations Act 2001 (Cth) s 795B); in Germany, the state government (‘Oberste Landesbehörde’, see BörsenG §§ 2, 3); in New Zealand, the government (‘Minister’: see Financial Markets Conduct Act 2013 (NZ) s 316).
- 101.
International Organization of Securities Commissions (2011), p. 206.
- 102.
International Organization of Securities Commissions (2011), p. 51.
- 103.
Directive 2004/39/EC of the European Parliament and of the Council on Markets in Financial Instruments (21 April 2004) [2004] OJ L-145 1 (MiFID).
- 104.
A ‘regulated market’ is a system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments, MiFID Art 1(14). A list of all regulated markets in the EU is available online under http://mifiddatabase.esma.europa.eu/Index.aspx?sectionlinks_id=23#. Accessed 10 June 2014.
- 105.
MiFID Art 36(1).
- 106.
MiFID Art 36(3).
- 107.
E.g., in New Zealand: Financial Markets Conduct Act 2013 (NZ) s 315(2); in Switzerland: Börsengesetz [Stock Exchange Act] (Switzerland) article 4; in Nigeria, Securities and Investments Act 2007 (Nigeria) s 29.
- 108.
E.g., in Australia: Corporations Act 2001 (Cth) s 793E(3); in Ontario, Canada: Toronto Stock Exchange/Ontario Securities Commission: see, e.g., Anand et al. (1999), p. 88; in New Zealand: Financial Markets Conduct Act 2013 (NZ) s 315; in Nigeria, Securities and Investments Act 2007 (Nigeria) s 31(2).
- 109.
E.g., in Australia, Australian Securities and Investments Commission Act 2001 (Cth) ss 12, 14; in Nigeria, Investments and Securities Act 2007 (Nigeria) ss 35, 298.
- 110.
Securities Exchange Act of 1934 (US) s 23(a)(1).
- 111.
Financial Services and Markets Act 2000 (UK) s 138. The former Financial Services Act 1986 (UK) ss 47–56 gave the Secretary of State extensive rule-making powers in many areas including statements of principle, conduct of business, financial resources, cancellation, notification, indemnity, compensation, fidelity funds and unsolicited calls.
- 112.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Pub.L. 111–203, H.R. 4173 s 919(3), discussed by, e.g., North and Buckley (2012), p. 479.
- 113.
SEC made no rules from 1934 to 1975: see Karmel (2005), p. 92.
- 114.
Securities Exchange Act of 1934 (US) s 19(g)(2).
- 115.
Ninety-seven percent of 38 stock exchanges, see World Federation of Exchanges (2005), p. 5.
- 116.
International Organization of Securities Commissions (2011), p. 223.
- 117.
World Federation of Exchanges (2005), p. 8.
- 118.
For example, the Financial Industry Regulatory Authority (FINRA) is the largest independent regulator of securities firms. It was created in 2007 through the amalgamation of NASD and the regulation and enforcement arms of the NYSE. http://www.finra.org/AboutFINRA/index.htm. Accessed 10 June 2014.
- 119.
E.g., in Australia, Corporations Act 2001 (Cth) s 793B; New Zealand Stock Exchange v Listed Companies Association Inc [1984] 1 NZLR held that as the relationship with a listed company was at that time contractual, involving no exercise of statutory power, a decision to delist was at that time not subject to judicial review.
- 120.
E.g., London Stock Exchange, Admission and Disclosure Rules (2013) 3.1 (Continuing Obligations).
- 121.
Hole v Garnsey [1930] Appeal Cases 472, 500, cited in New Zealand Stock Exchange v Listed Companies Association Inc [1984] 1 NZLR 699, 704.
- 122.
Compare the Law Commission (UK) (1992); Report LAW COM No 26 (HMSO, London, 1995).
- 123.
E.g., ‘Main Market’ at London Stock Exchange or ‘General Standard’ at Frankfurter Wertpapierbörse.
- 124.
Directive 2004/39/EC of the European Parliament and of the Council on Markets in Financial Instruments (21 April 2004) [2004] OJ L-145 1 (MiFID). E.g., in Germany, BörsenG § 48(3).
- 125.
Described in Cunliffe-Owen v Teather & Greenwood [1967] 3 All England Law Reports 561, 574 as rules and regulations as to its members and as to us mode of business; applied, e.g., Lac Minerals Ltd v International Corona Resources Ltd [1989] 2 SCR 574.
- 126.
- 127.
E.g., London Stock Exchange, Admission and Disclosure Rules (2013) 3.1 (Continuing Obligations). This needs to be seen in context with the FCA’s general rule making power under Financial Services and Markets Act 2000 (UK) s 138.
- 128.
MiFID Art 40(3). Harmonization of disclosure occurred, inter alia, in relation to initial and continuous disclosure. For an overview, see Blair et al. (2012), para 14.90–14.103.
- 129.
See Walla (2013), p. 43.
- 130.
Other illegal activity that may impact on stock markets includes market manipulation, insider trading and front running.
- 131.
E.g., London Stock Exchange Admission and Disclosure Rules (2013) 3.1 (Continuing Obligations); New York Stock Exchange Rule 202.05 (Timely Disclosure of Material News Developments); New Zealand Exchange Listing Rule 10.1 (Material Information); Uganda Securities Exchange Listing Rules 2003 cl 38 (General obligations, includes announcement of news and non-public information to the market within 24 hours); Zimbabwe Stock Exchange Rule 3 (General obligation of disclosure).
- 132.
See, e.g., Australian Securities Exchange (2005).
- 133.
Callum and Law (2001), pp. 148–150.
- 134.
Companies and Securities Advisory Committee (Australia) (1996), para 1.1. http://www.camac.gov.au/camac/camac.nsf/byHeadline/PDFFinal+Reports+1996/$file/Continuous_Disclosure_November_1996.pdf. Accessed 10 June 2014.
- 135.
E.g., in Australia: Australian Securities and Investments Commission Act 2001 (Cth) ss 1, 12A; in Germany: Gesetz über die Bundesanstalt für Finanzaufsicht [Financial Markets Authority Act] (Germany) § 4; in New Zealand: Financial Markets Authority Act (NZ) s 9.
- 136.
This was discussed in Chap. 6.
- 137.
- 138.
Cary (1963), pp. 244 and 246.
- 139.
See, e.g., Parker (2002), pp. 197 and 240–242, adapted from the author’s discussion with reference to corporate self-regulation.
- 140.
In New Zealand, the market operator has to notify the FMA of all ‘significant’ breaches of market rules and financial markets laws, see Financial Markets Conduct Act 2013 (NZ), s 352.
- 141.
World Federation of Exchanges (2005), p. 5.
- 142.
World Federation of Exchanges (2005), p. 6.
- 143.
Walker and Simpson argue that the ineffective referral system between the FMA and NZX was a reason for the absence of enforcement of prohibited insider trading in New Zealand, see Walker and Simpson (2013), pp. 386 and 402.
- 144.
See International Organization of Securities Commissions (2012), p. 1.
- 145.
Austin (2009), p. 203.
- 146.
Gong (2007), p. 1141.
- 147.
See, e.g., Lipton (1985), pp. 397 and 401–408 (discussing sanctions against SROs in the context of the division of regulatory authority between the SEC and the exchanges themselves).
- 148.
The Australian (2009), p. 36, citing Eric Mayne then of ASX, at Banking and Finance News. The same reference said that in the past 6 months, ASX had referred 45 matters to ASIC (up 18 % on the previous corresponding period), which included 11 cases of possible insider trading, 11 potential disclosure breaches and 8 cases of market manipulation.
- 149.
E.g., in Australia: Corporations Act 2001 (Cth) s 793C.
- 150.
E.g., in Europe as a consequence of the MiFID Directive, see Directive 2004/39/EC of the European Parliament and of the Council on Markets in Financial Instruments (21 April 2004) [2004] OJ L-145 1 (MiFID).
- 151.
E.g., in Australia: Corporations Act 2001 (Cth) s 793C (a ‘person aggrieved’).
- 152.
BörsenG § 7(6).
- 153.
The thesis that lack of enforcement in civil law based countries is hampering stock market development has been developed under the ‘law matters’ thesis as established by La Porta et al. For discussion, see, e.g., Coffee (2007), p. 229.
- 154.
Black (1989), p. 91.
- 155.
Judicial review in the UK is taken at common law in the absence of legislation such as the Administrative Decisions (Judicial Review) Act 1977 (Cth.). Ex-parte Datafin [1987] 1 All England Law Reports 564 was a common law case.
- 156.
Frug (1984), pp. 1276 and 1334.
- 157.
R v Panel on Takeovers and Mergers; Ex-parte Datafin [1987] 1 All England Law Reports 564, discussed, e.g., Wade and Forsyth (2009), pp. 375 and 542 (ordered to observe the principles of natural justice); applied, e.g., Calibre Clinical Consultants (Pty) Ltd and Another v National Bargaining Council for the Road Freight Industry and Another (410/09) [2010] ZASCA 94. http://www.saflii.org/za/cases/ZASCA/2010/94.html. Accessed 10 June 2014; cited by Spigelman (1999), pp. 69 and 78; supported by, e.g., Latimer (2011), p. 127, and by Baxt et al. (2012), p. 403: ‘(t)he ASX, we would suggest … would be subject to review under administrative law rules’.
- 158.
CECA Institute Pty Ltd v Australian Council for Private Education and Training [2010] VSC 552 [99] per Kyrou J (Supreme Court of Victoria, Australia).
- 159.
Wade and Forsyth (2009), p. 546 (referring to sporting bodies), say it will take a ‘quantum leap’ for courts to review a body existing in private law which is in no sense governmental and to bring them within the law for controlling government bodies, yet then proceed to give many examples of just this from the sporting world in Canada, England, New Zealand and Scotland.
- 160.
Other features indicating judicial review of the Takeovers Panel included the fact that some legislation assumes its existence, its Chair and Deputy chair are appointed by the Bank of England, the Panel was one of the features of the regulated financial market, its decisions has wide impact, and its decision could lead to exclusions and suspension of a listed company.
- 161.
‘The Panel on Takeovers and Mergers (Panel) is an independent body, established in 1968, whose main functions are to issue and administer the City Code on Takeovers and Mergers (Code) and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids. The Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers under the EC Directive on Takeover Bids (2004/25/EC) (the “Directive”). Its statutory functions are set out in and under Chapter 1 of Part 28 of the Companies Act 2006.’ http://www.thetakeoverpanel.org.uk. Accessed 10 June 2014.
- 162.
O’Shea and Rickett (2006), pp. 139 and 158.
- 163.
An application for a review may be submitted to the review organization established by the stock exchange in the event of dissatisfaction with a decision by the stock exchange to suspend or terminate a listing, or not to grant a listing. The Securities Law 2006 (PRC) article 235 provides for appeal to a people’s court from ‘a punishment decision of the securities regulatory authority or the department(s) authorised by the State council’.
Also Administrative Litigation Law, PRC, 4 April 1989: ‘Article 2: Where citizens and legal persons or other organizations which consider that specific acts of administrative authorities or their personnel have infringed their lawful interests, they shall have the right to institute proceedings in the People’s Court.’
- 164.
BörsenG § 25.
- 165.
Indian Constitution (1950) article 32 (Power of the Supreme Court to issue prerogative writs judicial review); article 226 (Power of the High Court to issue prerogative writs to any person or authority). For example, in L. Chandra Kumar v Union of India AIR 1997 SC 1125 at [78], the Supreme Court of India stated ‘that the power of judicial review over legislative action vested in the High Court under article 226 and in this court (the Supreme Court) under article 32 of the Constitution is an integral and essential feature of the Constitution, constituting part of its basic structure’. The High Court of Delhi in National Stock Exchange of India Ltd v Central Information Commission (at Delhi, 15 April 2010) cited Binny Ltd v V V Sadasivan (2005) 6 SCC 657, where the Supreme Court of India had reiterated that article 226 of the Constitution is couched in a way that even a writ can be issued against a body which is discharging a public function and the decision sought to be corrected or enforced must be in discharge of a public function. A body is performing a public function when it seeks to achieve some collective benefit for the public or a section of the public and is accepted by the public or that section of the public as having authority to do so. Bodies, therefore, exercise public functions when they intervene or participate in social or economic affairs of public interest.
- 166.
Securities Exchange Act of 1934 (US) s 25(a)(1) (Court review of orders and rules); see, e.g., Baker (2007), p. 517.
References
Anand, Anita, Johnston, David and Peterson, Gregory, Securities Regulation – Cases, Notes and Materials (Butterworths, Toronto, 1999)
Austin, Janet, A Rapid Response to Questionable Trading: Moving towards Better Enforcement of Australia’s Securities Laws (2009) 27 Company and Securities Law Journal 203
Austin, Janet, Government to the Rescue: ASIC Takes the Reins of the Stock Markets (2010) 28 Company and Securities Law Journal 444
Australian Companies and Securities Advisory Committee, Report on Continuous Disclosure (Sydney, 1996). http://www.camac.gov.au. Accessed 10 June 2014
Australian Law Reform Commission, Securing Compliance, Civil and Administrative Penalties in Australian Federal Regulation (Sydney, Discussion Paper 65, 2002)
Australian Securities Exchange, Guidance Note No 8 Continuous Disclosure: Listing Rule 3.1 (Sydney, 2005). http://www.asx.com.au/documents/rules/Guidance_Note_8.pdf. Accessed 10 June 2014
Baker, Nicole A., The Securities Enforcement Manual: Tactics and Strategies (American Bar Association, Chicago, 2007)
Ball, Harry V. and Friedman, Lawrence M., The Use of Criminal Sanctions in Enforcing Economic Legislation: A Sociological View (1965) 17 Stanford Law Review 197
Banner, Stuart, Markets and Information Gathering in an Electronic Age: Securities Regulation in the 21st Century: What Causes New Securities Regulation? 300 Years of Evidence, F. Hodge O’Neal Corporate and Securities Law Symposium (1997) 75 Washington University Law Quarterly 849
Banner, Stuart, Anglo-American Securities Regulation: Cultural and Political Roots, 1690–1860 (Cambridge University Press, Cambridge, 1998)
Bartle, Ian and Vass, Peter, Self-Regulation within the Regulatory State: Towards a New Regulatory Paradigm (2007) 85 Public Administration 885
Baxt, Robert, The Rae Report - Quo Vadis (Butterworths, Sydney, 1974)
Baxt, Robert, Black, Ashley and Hanrahan, Pamela, Securities and Financial Services Law (LexisNexis Butterworths, Sydney, 8th ed, 2012)
Benham, Lee and Benham, Alexandra, Regulating Through the Professions: A Perspective on Information Control (1975) 18 Journal of Law and Economics 421
Benjamin, Joanna, Financial Law (Oxford University Press, Oxford, 2007)
Berle, Adolf and Means, Gardiner, The Modern Corporation and Private Property (Harcourt, Brace and World, New York, 2nd ed, 1967)
Black, Ashley, Judicial Review of Discretionary Decisions of Australian Stock Exchange Limited (1989) 5 Australian Bar Review 91
Blair, Michael, Walker, George and Willey, Stuart, (eds), Financial Markets and Exchanges Law (Oxford University Press, 2nd ed, 2012)
Braithwaite, John, Keynote Address: Risk Society and Meta-regulation, Current Issues in Regulation (Australian Institute of Criminology, Melbourne, 2–3 September 2004)
Callum, Craig and Law, Larelle, Soft Information Disclosure Requirements under the Corporations Law (2001) 29 Australian Business Law Review 149
Carson, John, Self-Regulation in Securities Markets (World Bank Research Working Paper No 5542, January 2011). www.worldbank.org. Accessed 10 June 2014
Cary, William L., Self-regulation in the Securities Industry (1963) 49 American Bar Association Journal 244
Coffee, John, ‘No Soul To Damn: No Body To Kick’: An Unscandalized Inquiry Into the Problem of Corporate Punishment (1981) 79 Michigan Law Review 386
Coffee, John, Law and the Market: The Impact of Enforcement (2007) 156 University of Pennsylvania Law Review 229
Coffee, John and Sale, Hillary, Redesigning the SEC: Does the Treasury Have a Better Idea? (2009) 95 Virginia Law Review 707
Coffee, John and Sale, Hillary, Securities Regulation – Cases and Materials (Foundation Press, New York, 12th ed, 2012)
Collier, Berna, Self-regulation as Second Tier Privatisation of Government Functions – Is There a Role for Lawyers? (2001) 29 Australian Business Law Review 189
Commonwealth of Australia, Senate Select Committee on Securities and Exchange, Australian Securities Markets and their Regulation (the Rae Report) (Australian Government Publishing Service, Canberra, 1974)
Commonwealth of Australia, Financial System Inquiry Committee, Financial System Inquiry Final Report (the Wallis Report) (Australian Government Publishing Service, Canberra, 1997)
Condon, Mary, Making Disclosure: Ideas and Interests in Ontario Securities Regulation (University of Toronto Press, Toronto, 1998)
Cranston, Ross, Conflicts of Interest in the Multifunctional Financial Institution (1990) 16 Brooklyn Journal of International Law 127
Dale, Richard, The First Crash: Lessons from the South Sea Bubble (Princeton University Press, Princeton NJ, 2004)
DeMarzo, Peter, Fishman, Michael and Hagerty, Kathleen, Contracting and Enforcement with a Self-regulatory Organization (Kellogg School of Management Working Paper, Evanston IL, 2001)
Dey, Peter and Makuch, Stanley, Government Supervision of Self-Regulatory Organizations in the Canadian Securities Industry, in Anisman, P. et al, Proposals for a Securities Market Law for Canada (Consumer and Corporate Affairs, Ottawa, 1979) Vol 3
Dombalagian, Onnig H., Demythologizing the Stock Exchange: Reconciling Self-Regulation and the National Market System (2004–2005) 39 University of Richmond Law Review 1069
Donnan, Frank, Self-regulation and the Demutualisation of the ASX (1999) 10 Australian Journal of Corporate Law 1
Douglas, William O., Democracy and Finance – The Addresses and Public Statements of William O. Douglas as Member and Chairman of the Securities and Exchange Commission (Yale University Press, New Haven, 1940)
Douglas, William O., Go East Young Man: The Early Years: The Autobiography of William O. Douglas (Random House, New York, 1974)
Duggan, Anthony, Occupational Licensing and the Consumer Interest, in Duggan, Anthony and Darvall, Leanna, (eds), Consumer Protection Law and Theory (LBC, Sydney, 1980)
European Commission, Final Report of the Mandelkern Group on Better Regulation (Brussels, 2001). http://ec.europa.eu/smart-regulation/better_regulation/documents/mandelkern_report.pdf. Accessed 10 June 2014
Financial Conduct Authority (UK), The Full Handbook, Principles for Businesses. http://fsahandbook.info/FSA/html/handbook/PRIN/2/1. Accessed 10 June 2014
Friedman, Milton, Capitalism and Freedom (University of Chicago Press, Chicago, 1962)
Frug, Gerald E., The Ideology of Bureaucracy in American Law (1984) 97 Harvard Law Review 1276
Gadinis, Stavros and Jackson, Howell E., Markets as Regulators: A Survey (2006) 80 Southern California Law Review 1239
Gellhorn, Walter, Individual Freedom and Governmental Restraints (Louisiana State University Press, Baton Rouge, 1956)
Gong, Ning, Effectiveness and Market Reaction to the Stock Exchange’s Inquiry in Australia (2007) 34 Journal of Business Finance & Accounting 1141
Gunningham, Neil and Rees, Joseph, Industry Self-Regulation: An Institutional Perspective (1997) 19 Law and Policy 363
Heathcote, Paul, Does ASX’s Monopoly Over Securities Markets Maintain, Facilitate and Improve the Performance of the Australian Financial System? (2003) 15 Australian Journal of Corporate Law 279
Houthakker, Hendrik, The Regulation of Financial and Other Futures Markets (1982) 37 The Journal of Finance 481
International Council of Payment Association Chief Executives, Principles of Payments Industry Self-governance (Sydney, 2007). http://www.apca.com.au . Accessed 10 June 2014
International Organization of Securities Commission, Objectives and Principles of Securities Regulation (last revised 2010). www.iosco.org. Accessed 10 June 2014
International Organization of Securities Commissions, SRO Consultative Committee, Model for Effective Self-Regulation (2000). www.iosco.org. Accessed 10 June 2014
International Organization of Securities Commissions, Methodology for Assessing Implementation of the IOSCO Objectives and Principles of Securities Regulation (2011). www.iosco.org. Accessed 10 June 2014
International Organization of Securities Commissions, Principles for Financial Market Infrastructures (2012). www.iosco.org. Accessed 10 June 2014
Kahan, Marcel, Some Problems with Stock Exchange-Based Securities Regulation (1997) 83 Virginia Law Review 1509
Karmel, Roberta, Securities Industry Self-regulation – Tested by the Crash (1988) 45 Washington and Lee Law Review 1297
Karmel, Roberta, Realizing the Dream of William O. Douglas – the Securities and Exchange Commission Takes Charge of Corporate Governance (2005) 30 Delaware Journal of Corporate Law 79
Kingsford Smith, Dimity, Decentred Regulation in Online Investment (2001) 19 Company and Securities Law Journal 532
Kingsford Smith, Dimity, Beyond the Rule of Law? Decentered Regulation in Online Investing (2004) 26 Law & Policy 439
Latimer, Paul, Regulation of Over-the-Counter Derivatives in Australia (2009) 23 Australian Journal of Corporate Law 9
Latimer, Paul, Judicial Review of Stock Exchange Market Integrity Rules and Operating Rules (2011) 26 Australian Journal of Corporate Law 127
Lauritsen, Hugh, Enforced Self-regulation under the Financial Services Reform Act – Ensuring the Competency of Financial Intermediaries (2003) 21 Company and Securities Law Journal 468
Lee, Ruben, The Future of Securities Exchanges (2002) 5 Brookings-Wharton Papers on Financial Services 1
Lipton, David, The SEC or the Exchanges: Who Should Do What and When? A Proposal to Allocate Regulatory Responsibilities for Securities Markets (1983) 16 University of California Davis Law Review 527
Lipton, David, Governance of Our Securities Markets and Failure to Allocate Regulatory Responsibility (1985) 34 Catholic University Law Review 397
Low, Chee-Keong, Financial Markets in Hong Kong (Springer, Singapore, 2000)
Mahoney, Paul, The Exchange As Regulator (1997) 83 Virginia Law Review 1453
Malaysia Securities Commission, Capital Market Development in Malaysia - History and Perspectives (MSC, Kuala Lumpur, 2004)
Marsh, S.E., Voluntary Codes of Practice (1977) New Law Journal 419
Maume, Philipp, Regulation of Financial Product Markets in New Zealand (2014) 32 Company and Securities Law Journal 214
Maurizi, Alex, Occupational Licensing and the Public Interest (1974) 82 Journal of Political Economy 399
McCaffrey, David and Hart, David, Wall Street Polices Itself: How Securities Firms Manage the Legal Hazards of Competitive Pressures (Oxford University Press, New York, 1998)
Miller, Sam Scott, Self-regulation of the Securities Markets: a Critical Examination (1985) 42 Washington and Lee Law Review 853
Mitchie, Ranald, The Global Securities Market: A History (Oxford University Press, New York, 2006)
Moore, Thomas G., The Purpose of Licensing (1961) 4 Journal of Law and Economics 93
North, Gill and Buckley, Ross, The Dodd–Frank Wall Street Reform and Consumer Protection Act: Unresolved Issues of Regulatory Culture and Mindset (2012) 35 Melbourne University Law Review 479
Oladele, O.O., Securities Information Disclosure and Legal Protection of Investors in Nigeria (Unpublished PhD thesis, Obafemi Awolowo University, Nigeria, 2007)
Oladele, O.O. and Ogunleye, T.A., The Conceptual Basis and Limit of Self-regulation by Securities Markets in Nigeria and the United States (2006) 3 University of Botswana Law Journal 45
Ontario Royal Commission, The Windfall Report (Queens Printer, Toronto, 1965)
Organization of Economic Development, Guiding Principles for Regulatory Quality and Performance (2005). http://www.oecd.org/dataoecd/19/51/37318586.pdf . Accessed 10 June 2014
O’Shea, Paul and Rickett, Charles, In Defence of Consumer Law: The Resolution of Consumer Disputes (2006) 28 Sydney Law Review 139
Parker, Christine, The Open Corporation – Effective Self-Regulation and Democracy (Cambridge University Press, Cambridge, 2002)
Parker, Christine and Lehmann Nielsen, Vibeke, What do Australian Businesses Really Think About the Australian Competition and Consumer Commission (ACCC), and Does It Matter? (2007) 35 Federal Law Review 187
Schoer, Ray, Self-regulation and the Australian Stock Exchange, chapter 8 in: Grabosky, Peter and Braithwaite, John (eds), Business Regulation and Australia’s Future (Australian Institute of Criminology, Canberra, 1993)
Silber, Kenneth, The Earliest Securities Markets (2009) 32 Research 44
Smith, Adam, An Inquiry into the Nature and Causes of the Wealth of Nations (Strahan and Cadell, London, 1776)
Smythe, Marianne K., Government Supervised Self-Regulation in the Securities Industry and the Antitrust Laws: Suggestions for an Accommodation (1984) 62 North Carolina Law Review 475
Spigelman, James J., Foundations of Administrative Law (1999) 4 Judicial Review 69
Stigler, George, The Citizen and the State (University of Chicago Press, Chicago, 1975)
Tarr, Anthony, Business Self Regulation in New Zealand (1985) 2 Canterbury Law Review 312
The Australian, Thirst Work for Fosters (The Australian, 18 February 2009) 36. http://bankingandfinances.wordpress.com/tag/thirsty. Accessed 10 June 2014
United Kingdom Consumer Council, Better Business Practice: How to Make Self-Regulation Work for Consumers and Business (National Consumer Council, London, 2000)
United Kingdom Securities and Investments Board, The Proposed Principles for Investment Business, Principle 10, Financial Services Reporter (CCH, London, 1990)
United Kingdom, The Law Commission Fiduciary Duties and Regulatory Rules, Consultation Paper No 124 (HMSO, London, 1992)
United States Senate Subcommittee on Securities, Committee on Banking, Housing and Urban Affairs, Securities Industry Study (93rd Congress, 1st Session, 1973)
United States Securities and Exchange Commission, Report of the Special Study of Securities Markets (HR Doc No 95, 88th Congress, 1st Session 501, 1963)
United States Securities and Exchange Commission, Concept Release Concerning Self-regulation (Release No 50700, Washington DC, 8 September 2004). http://www.sec.gov/rules/concept/34-50700.htm. Accessed 10 June 2014
Wade, William and Forsyth, Christopher, Administrative Law (Oxford University Press, Oxford, 10th ed, 2009)
Walker, Gordon and Simpson, Andrew, Insider Trading Law in New Zealand, in: Stephen Bainbridge (ed), Research Handbook on Insider Trading (Edward Elgar, Cheltenham, 2013) 386
Walla, Fabian, Process and Strategies of Capital Markets Regulation in Europe, in: Rüdiger Veil (ed), European Capital Markets Law (Hart Publishing, Oxford, 2013) 25
Wallman, Steven, Commentary on ‘Redesigning the SEC: Does the Treasury Have a Better Idea?’ (2009) 95 Virginia Law Review 825
World Federation of Exchanges, Regulation of Markets Survey 2004 (with the collaboration of Roberta Karmel) (Paris, 2005). www.world-exchanges.org. Accessed 10 June 2014
Securities Industry and Financial Markets Association, Reinventing Self-Regulation (White Paper, 2000)
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Latimer, P., Maume, P. (2015). Stock Exchanges and the Promotion of Information. In: Promoting Information in the Marketplace for Financial Services. Springer, Cham. https://doi.org/10.1007/978-3-319-09459-5_7
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