The EU issuer-disclosure regime : analysis of its objectives and proposals for reform : comparative and interdisciplinary approach

(eng) Part I consists of the general introduction. It aims to set out the general context of the work. It also explains why it is a particularly appropriate timing for researches in disclosure matters in the European Union. It sets out the scope of inquiries, i.e., what I call the “EU issuer-disclosure regime” and the objectives the dissertation tries to meet. It then details the specific approach adopted, i.e., a comparative law and interdisciplinary perspective. It touches upon the impact of the financial crisis on the reasoning and the points of view adopted throughout the work. Part II discusses the objectives of issuer-disclosure and assesses whether issuer-disclosure can effectively achieve them. The two first chapters concern the objectives of the EU issuer-disclosure regime as set out by the European regulator, i.e., investor protection (Chapter Investor Protection) and market efficiency (Chapter Market Efficiency). The last chapter of Part II identifies another objective of issuer-disclosure not mentioned by the European Commission, i.e., corporate governance (Chapter Corporate Governance). Part II suggests a new taxonomy of objectives for the EU issuer-disclosure regime and suggests that investor protection is effectively achieved once the two immediate objectives of issuer-disclosure are met, i.e., market efficiency and corporate governance. It is argued that issuer-disclosure should not be considered as an effective means to protect unsophisticated retail investors, who nevertheless seem to be an important dimension of the European disclosure regime. Unsophisticated retail investors do not seem to have the necessary will and the required competence to read, and make use of, the information that is disclosed to them. By contrast, issuer-disclosure can serve to enhance market efficiency, which has to be understood as “relative market efficiency”, by impacting its two components, i.e., price accuracy and liquidity. Issuer-disclosure can also improve corporate governance in European firms by reducing their agency problems. In particular, it is argued that issuer-disclosure can enhance shareholder voting and shareholder monitoring in European companies. Chapter Corporate Governance incidentally discusses shareholders’ engagement and responsibilities in Europe. Part III explains, sometimes in much details, at other times by only sketching the general ideas, policy and regulatory implications derived from the new taxonomy of objectives suggested in Part II. The first chapter (Chapter Issuer-Disclosure Addressees and Consequences) flows from the contention that issuer-disclosure is meant for more sophisticated actors, referred to as “informed traders” and “information traders”, as they are the ones likely to impact the sole immediate objectives of issuer-disclosure, i.e., market efficiency and corporate governance. It starts with cost-efficient modifications in the EU issuer-disclosure regime. As participation of unsophisticated retail investors in equity markets is not to be banned, alternatives to issuer-disclosure as a means to protect unsophisticated retail investors are suggested, including an increased focus on their relationship with professional intermediaries. The second chapter (Chapter Issuer-Disclosure of Well-Established Companies in Efficient Markets) is based on the assertion that disclosure has equal social value on primary markets and on secondary markets as it impacts market efficiency and corporate governance on both markets, i.e., whether or not the issuer is offering equity at that time. This should impact the content, the level and the format of disclosure, as well as its quality and the civil liability regime related to breaches of disclosure requirements. European-level regulatory modifications in all those fields are therefore suggested. Part IV concludes by summing up the main ideas of the dissertation along different themes to offer another perspective.