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Hastings International and Comparative Law Review

Authors

James D. Cox

Abstract

U.S. mandatory disclosure requirements are far more demanding in breadth and detail than those of Japan. However, as this Article suggests, a good deal of diversity, and even laxity, can coexist within mutually agreed upon principles for fair competitive regulation. This Article attempts to provide a framework for efficient regulatory competition between the two countries' markets by focusing on "managerial opportunism"!-an expression identifying a wide range of possible concerns that may influence an issuer's choice among markets. The author suggests appropriate measures for disclosure could minimize differences between securities markets, and as a result minimize the role managerial opportunism plays in an issuer's choice of securities markets.

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