Escape from New York: The market impact of loosening disclosure requirements

We examine the first significant deregulation of U.S. disclosure requirements since the passage of the 1933/1934 Exchange and Securities Acts: the 2007 Securities and Exchange Commission (SEC) Rule 12h-6. Rule 12h-6 has made it easier for foreign firms to deregister with the SEC and thereby terminat...

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Bibliographic Details
Published in:Journal of financial economics 2010-02, Vol.95 (2), p.129-147
Main Authors: Fernandes, Nuno, Lel, Ugur, Miller, Darius P.
Format: Article
Language:English
Subjects:
12h-6
12h-6 SEC registration Disclosure Cross-listing
Capital market
Cross-listing
Deregulation
Disclosure
Financial analysis
Financial reporting
Foreign enterprises
Impact analysis
Legislation
SEC registration
Securities issues
Securities regulations
Studies
U.S.A
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Summary:We examine the first significant deregulation of U.S. disclosure requirements since the passage of the 1933/1934 Exchange and Securities Acts: the 2007 Securities and Exchange Commission (SEC) Rule 12h-6. Rule 12h-6 has made it easier for foreign firms to deregister with the SEC and thereby terminate their U.S. disclosure obligations. We show that the market reacted negatively to the announcement by the SEC that firms from countries with weak disclosure and governance regimes could more easily opt out of the stringent U.S. reporting and legal environment. We also find that since the rule's passage, an unprecedented number of firms have deregistered, and these firms often had been previous targets of U.S. class action securities lawsuits or SEC enforcement actions. Our findings suggest that shareholders of non-U.S firms place significant value on U.S. securities regulations, especially when the home country investor protections are weak.
ISSN:0304-405X
1879-2774
DOI:10.1016/j.jfineco.2008.12.010