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The Historical Need for a Mandatory Corporate Disclosure System

Document Type

Article

Language

English (en)

Publication Date

1983

Publication Title

Journal of Corporation Law

Abstract

Since the enactment of the Securities Act of 1933,1 the federal mandatory corporate disclosure system has been the subject of recurrent controversy. Initially, the Act's civil liability provisions drew most of the criticism.' After the 1933 Act's civil liability provisions were amended by the Securities Exchange Act of 1934, the 1933 Act's statutory waiting period and small issue exemptions were criticized throughout the New Deal period. Virtually none of the critics of the SEC's mandatory corporate disclosure system during the New Deal questioned the need for a compulsory corporate disclosure system. Instead, they urged that the severity of certain provisions of the 1933 Securities Act unnecessarily impeded capital formation.' The revival of a strong new issues market in the post-World War II period," however, undercut arguments that the mandatory corporate disclosure system or its enforcement by the SEC in any significant sense obstructed new securities flotations, at least by large corporations.

Keywords

Securities Law, Mandatory Corporate Disclosure, Civil Liability

Publication Citation

Joel Seligman, The Historical Need for a Mandatory Corporate Disclosure System, 9 J. Corp. L. 1 (1983)

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