24.1 The subject of this study

Listed companies — companies whose shares, bonds, or depositary receipts for shares or bonds have been admitted for trading on the securities market — are required to disclose a considerable amount of information. Publishing this information results on the one hand in costs for the listed companies while, on the other hand, it is not clear what the revenues are from imposing such disclosure requirements. This study examines what the aims and principles are for imposing disclosure requirements on listed companies and whether these requirements have been designed efficiently and cost-effectively.

The disclosure requirements for listed companies are examined against the background that a strong connection exists between the law and reality which the law aims to regulate. One of the assumptions in this study is that company law and securities law must to some extent have the ability to adapt — the ability to adapt successfully to a changing reality. Developments of legal systems, and thus also of company and securities law, are consequently affected by `regulatory competition' and 'path dependency'. This has consequences for the disclosure requirements for listed companies, which are incorporated in company law and securities law. Another basic assumption of this study is that company law and securities law have an instrumental function. The regulations in these legal areas can be seen as instruments for influencing the behaviour of people involved in various capacities in listed companies and securities markets.

What makes the disclosure requirements for listed companies so special is the fact that they are partly incorporated in company law and partly in securities law. There does not appear to be a systematic allocation, however. Due to the increasing cross-border nature of the regulation of listed companies and the development of 'the' legislation of states into a competition factor for attracting listed companies' businesses or investments, the importance of a systematic and internationally justified allocation between company law and securities law of the disclosure requirements for listed companies is growing. At the same time, this allocation between the legal areas and the distinction between them is influenced by the aims and functions of the disclosure requirements.

This study has foor parts. The research method in the first three parts consists of comparative law and law and economics analyses. The starting point in the fourth part is positive Dutch law. As regards the comparative law component, particular attention is given to the main features of European regulations and legislation in the United States.