SOAS Research Online

Abstract

Despite the fact that in the United Kingdom (UK) regulators adopt the ideology of "self-regulation within a statutory framework", while the Taiwanese government opts for the American Securities and Exchange Commission (SEC) model, both English and Taiwanese law place heavy reliance nowadays on mandatory disclosure as a tool to regulate the public issue of securities and publicly issuing companies. The objectives of this thesis are to (1) justify the regulation of mandatory disclosure, (2) provide the guidelines for the design of the content of disclosure, and (3) analyse the elements of civil liability for non-disclosure and untrue statements. Chapter One sets out the reasons for taking up this topic for research, its methodology, and the contribution and limits of the work. Chapter Two is devoted to describing briefly the English and Taiwanese legal frameworks in order to identify the research scope and provide readers with some general background. The impact of the European Community (EC) legislation on UK company law and securities regulation is also examined, as well as its implementation history. Accordingly, these two chapters taken together constitute the background for the thesis. The core of the thesis is in Chapters Three to Six. Chapters Three and Four examine thoroughly the defects of the general law and the economic debate on mandatory disclosure with a view to establishing the justification of mandatory disclosure. Chapter Five goes further by analysing the guidelines of disclosure content; through the finding of materiality, it is argued that governmental regulation should only deal with material information. The problem of unsatisfactory accountancy in Taiwan is also not forgotten. Chapter Six discusses civil liability for misrepresentation, criticises the current flaws in English and Taiwanese law, and proposes amendments to them. Finally, conclusions are drawn in Chapter Seven.