{"title":"COVID-19证券自愿披露的价值——零?","authors":"Mitu G. Gulati","doi":"10.1093/cmlj/kmaa014","DOIUrl":null,"url":null,"abstract":"An age-old question in the world of securities disclosure is whether there is value in mandating that issuers disclose key pieces of information about themselves to the investing public or whether these issuers will voluntarily disclose the optimal amount of information as a function of reputational pressures. Many academic articles have been written about this topic, and different regulatory systems around the world take starkly different positions on the question. Yet, there is no clear answer to the core question of whether issuers will voluntarily disclose useful information that only they know to investors at key times (eg when investors are being asked to buy securities) or whether a mandatory system with penalties and monitoring is necessary to induce this disclosure. The current COVID-19 pandemic may present an opportunity to examine this question in the sovereign issuer context. As a result of a strange confluence of factors, there seems to little negative effect of this global pandemic on the international sovereign debt market. If anything, this market is booming more than ever with countries across the range ratings quality being able to borrow billions of dollars at rates comparable to preCOVID times. Important for purposes of the question we have raised, each and every one of these countries has been impacted by the pandemic differently. And, more important, each of these countries is taking different steps to tackle the crisis and has information as to what is going on at the local level that global investors likely know little about. One might ask therefore: are we seeing these different issuers, who the market has been showering with billions of dollars in lending, disclose the kind of detailed information as to their responses to the pandemic and how they are going to get out from under it that investors would like to have? For sovereigns, there is no mandatory requirement that they disclose anything on the matter of pandemic responses, so what we are talking about is their voluntary disclosure. Let us take the example of Brazil. It issued $3.5 billion in sovereign bonds in the international markets a few weeks ago. That Brazil was able to place such a large issuance in the context of the pandemic is particularly noteworthy since its government’s response to the pandemic is widely considered to be among the most disastrous in the world. One might think though that perhaps, in order to persuade investors to give it these billions, Brazil’s leading public health expert will have prepared detailed explanations for how and why the","PeriodicalId":43720,"journal":{"name":"Capital Markets Law Journal","volume":"15 1","pages":"259 - 261"},"PeriodicalIF":0.9000,"publicationDate":"2020-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1093/cmlj/kmaa014","citationCount":"0","resultStr":"{\"title\":\"The value of voluntary COVID-19 securities disclosure—zero?\",\"authors\":\"Mitu G. Gulati\",\"doi\":\"10.1093/cmlj/kmaa014\",\"DOIUrl\":null,\"url\":null,\"abstract\":\"An age-old question in the world of securities disclosure is whether there is value in mandating that issuers disclose key pieces of information about themselves to the investing public or whether these issuers will voluntarily disclose the optimal amount of information as a function of reputational pressures. Many academic articles have been written about this topic, and different regulatory systems around the world take starkly different positions on the question. Yet, there is no clear answer to the core question of whether issuers will voluntarily disclose useful information that only they know to investors at key times (eg when investors are being asked to buy securities) or whether a mandatory system with penalties and monitoring is necessary to induce this disclosure. The current COVID-19 pandemic may present an opportunity to examine this question in the sovereign issuer context. As a result of a strange confluence of factors, there seems to little negative effect of this global pandemic on the international sovereign debt market. If anything, this market is booming more than ever with countries across the range ratings quality being able to borrow billions of dollars at rates comparable to preCOVID times. Important for purposes of the question we have raised, each and every one of these countries has been impacted by the pandemic differently. And, more important, each of these countries is taking different steps to tackle the crisis and has information as to what is going on at the local level that global investors likely know little about. One might ask therefore: are we seeing these different issuers, who the market has been showering with billions of dollars in lending, disclose the kind of detailed information as to their responses to the pandemic and how they are going to get out from under it that investors would like to have? For sovereigns, there is no mandatory requirement that they disclose anything on the matter of pandemic responses, so what we are talking about is their voluntary disclosure. Let us take the example of Brazil. It issued $3.5 billion in sovereign bonds in the international markets a few weeks ago. That Brazil was able to place such a large issuance in the context of the pandemic is particularly noteworthy since its government’s response to the pandemic is widely considered to be among the most disastrous in the world. One might think though that perhaps, in order to persuade investors to give it these billions, Brazil’s leading public health expert will have prepared detailed explanations for how and why the\",\"PeriodicalId\":43720,\"journal\":{\"name\":\"Capital Markets Law Journal\",\"volume\":\"15 1\",\"pages\":\"259 - 261\"},\"PeriodicalIF\":0.9000,\"publicationDate\":\"2020-07-01\",\"publicationTypes\":\"Journal Article\",\"fieldsOfStudy\":null,\"isOpenAccess\":false,\"openAccessPdf\":\"https://sci-hub-pdf.com/10.1093/cmlj/kmaa014\",\"citationCount\":\"0\",\"resultStr\":null,\"platform\":\"Semanticscholar\",\"paperid\":null,\"PeriodicalName\":\"Capital Markets Law Journal\",\"FirstCategoryId\":\"1085\",\"ListUrlMain\":\"https://doi.org/10.1093/cmlj/kmaa014\",\"RegionNum\":0,\"RegionCategory\":null,\"ArticlePicture\":[],\"TitleCN\":null,\"AbstractTextCN\":null,\"PMCID\":null,\"EPubDate\":\"\",\"PubModel\":\"\",\"JCR\":\"Q2\",\"JCRName\":\"LAW\",\"Score\":null,\"Total\":0}","platform":"Semanticscholar","paperid":null,"PeriodicalName":"Capital Markets Law Journal","FirstCategoryId":"1085","ListUrlMain":"https://doi.org/10.1093/cmlj/kmaa014","RegionNum":0,"RegionCategory":null,"ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":null,"EPubDate":"","PubModel":"","JCR":"Q2","JCRName":"LAW","Score":null,"Total":0}
The value of voluntary COVID-19 securities disclosure—zero?
An age-old question in the world of securities disclosure is whether there is value in mandating that issuers disclose key pieces of information about themselves to the investing public or whether these issuers will voluntarily disclose the optimal amount of information as a function of reputational pressures. Many academic articles have been written about this topic, and different regulatory systems around the world take starkly different positions on the question. Yet, there is no clear answer to the core question of whether issuers will voluntarily disclose useful information that only they know to investors at key times (eg when investors are being asked to buy securities) or whether a mandatory system with penalties and monitoring is necessary to induce this disclosure. The current COVID-19 pandemic may present an opportunity to examine this question in the sovereign issuer context. As a result of a strange confluence of factors, there seems to little negative effect of this global pandemic on the international sovereign debt market. If anything, this market is booming more than ever with countries across the range ratings quality being able to borrow billions of dollars at rates comparable to preCOVID times. Important for purposes of the question we have raised, each and every one of these countries has been impacted by the pandemic differently. And, more important, each of these countries is taking different steps to tackle the crisis and has information as to what is going on at the local level that global investors likely know little about. One might ask therefore: are we seeing these different issuers, who the market has been showering with billions of dollars in lending, disclose the kind of detailed information as to their responses to the pandemic and how they are going to get out from under it that investors would like to have? For sovereigns, there is no mandatory requirement that they disclose anything on the matter of pandemic responses, so what we are talking about is their voluntary disclosure. Let us take the example of Brazil. It issued $3.5 billion in sovereign bonds in the international markets a few weeks ago. That Brazil was able to place such a large issuance in the context of the pandemic is particularly noteworthy since its government’s response to the pandemic is widely considered to be among the most disastrous in the world. One might think though that perhaps, in order to persuade investors to give it these billions, Brazil’s leading public health expert will have prepared detailed explanations for how and why the
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