Toward a Unified Theory of Materiality in Securities Law

被引:0
|
作者
Schulzke, Kurt S. [1 ,2 ]
Berger-Walliser, Gerlinde [3 ]
机构
[1] Kennesaw State Univ, Accounting & Business Law, Kennesaw, GA 30144 USA
[2] Kennesaw State Univ, Law Eth & Regulat, Corp Governance Ctr, Kennesaw, GA 30144 USA
[3] Univ Connecticut, Sch Business, Business Law, Storrs, CT 06269 USA
来源
COLUMBIA JOURNAL OF TRANSNATIONAL LAW | 2017年 / 56卷 / 01期
关键词
UNITED-KINGDOM; FRANCE; TRIAL; FRAUD;
D O I
暂无
中图分类号
D81 [国际关系];
学科分类号
030207 ;
摘要
Regulatory efforts in the United States and European Union have recently refocused on materiality, an essential but elusive securities law concept. The renewed focus is due in part to increasing globalization of capital markets, data, and information channels that has highlighted inconsistencies in theory and application. In the United States, the Supreme Court has loosely defined materiality through a line of cases beginning with TSC Industries v. Northway and Basic, Inc. v. Levinson, whose reasonable investor rubric is frequently disregarded by lower courts, prosecutors, and the Securities and Exchange Commission. Meanwhile, in the E.U., courts have only lightly addressed materiality. Scholars in law and behavioral economics have criticized the TSC-Basic rubric for its ambiguity, unpredictability, and disconnection from market psychology. Recognizing these criticisms, this Article conducts an international comparative investigation of materiality in the legislation, regulation, and case law of the United States and European Union, revealing a shared, probabilistic Bayesian infrastructure. The Article then proposes a flexible Bayesian framework that harmonizes the substantive evaluation of materiality under existing U.S. and E.U law. Finally, it models application of the framework using Bayesian network analysis in the context of a hypothetical stock transaction.
引用
收藏
页码:6 / 70
页数:65
相关论文
共 50 条