文章基本信息

标题：Issuer Choice After Morrison
本地全文：下载
作者：Hemel, Daniel
期刊名称：Yale Journal on Regulation
印刷版ISSN：0741-9457
出版年度：2011
卷号：28
期号：2
页码：6
出版社：Yale Law School
摘要：Should federal securities laws apply to overseas transactions involving shares that are cross-listed on US. exchanges? This Comment approaches that question from two directions: Supreme Court doctrine and modern finance theory. As a doctrinal matter, this Comment argues that under the Supreme Court's 2010 decision in Morrison v. National Australia Bank Ltd., the answer is yes: federal securities laws should apply to all transactions involving shares that are listed for trading on US. exchanges, including transactions that occur overseas. From a finance theory perspective, this Comment explains how allowing foreign firms to "opt in" to US. securities laws through cross-listing can create an environment in which issuers choose the legal regime that minimizes their capital-raising costs. The Morrison majority opinion, if faithfully followed, could mark a step toward a system of "issuer choice." Yet, federal district courts have strayed from the text of the Morrison majority's holding in ways that may reduce the efficiency of capital markets.