The Advantage of Competitive Federalism for Securities Regulation

The current approach toward U.S. securities regulation by the Securities and Exchange Commission should be revamped by implementing a regime of competitive federalism.

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In this incisive analysis of securities regulation, Roberta Romano demonstrates that the current approach toward U.S. securities regulation by the Securities and Exchange Commission should be revamped by implementing a regime of competitive federalism. Under such a system firms would select their regulator from among the fifty states, the District of Columbia, the SEC, or other nations. She asserts that competitive federalism harnesses the high-powered incentives of markets to the regulatory state to produce regulatory arrangements compatible with investors' incentives. Firms will locate in the domicile investors prefer so as to reduce the cost of capital, and states will have financial incentives, such as incorporation and registration fees, to adapt their securities regimes to firms' domicile decisions. Romano contends that empirical evidence does not indicate that the SEC is effective in achieving its stated objectives. The commission's expansions of disclosure requirements have not had a significant impact on investors' wealth.
Indeed, she contends, evidence from institutional equity and debt markets and cross-country listing practices have shown that firms voluntarily disclose more information than they would under mandatory requirements because firms want to provide the information investors demand. Romano concludes that competitive federalism will enable new U.S. and foreign issuers as well as mature issuers to select a securities regulatory regime that is superior to that of the SEC: the aspects of the SEC's regime that are valuable to investors will be retained; those that are not will be discarded. The resulting regime will enhance the wealth of investors.