Rhetoric and Reality: A Historical Perspective on the Regulation of Foreign Private Issuers, 79 U. Cin. L. Rev. 619 (2010)
Rhetoric can drive reform. Watch-words like "mutual recognition" and "global competition" have masked a political economy story which has driven the Security and Exchange Commission's deregulation of foreign private issuers. While the substantive result may have been appropriate, the overall SEC regulatory process did not produce a nuanced and holistic regulatory product. Instead, the SEC promulgated one-size-fits-all regulation for foreign private issuers. Despite the differing risk profiles and regulatory posture, Filipino or Chinese issuers listed only in the United States are now regulated in equal measure as a U.K. issuer listed on the London Stock Exchange and the New York Stock Exchange. This Article's historical analysis highlights these issues as well as the difficulty of implementing more rigorous and insulating regulatory techniques such as cost-benefit analysis in light of the rhetoric and politics of regulation. The relevance of this story is front and center as we face SEC regulatory action related to the financial crisis.