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One of the most dramatic examples of increasing interaction across national boundaries in recent years has been the burgeoning volume of transnational transactions in corporate equities. Most developed capitalist countries impose affirmative obligations on issuers of corporate equity to disclose certain information about themselves. While these obligations are imposed on issuers, they are triggered by transactions. The growth in transnational transactions is thus increasingly raising difficult issues concerning the reach of differing national regimes. Given the magnitude of legal resources devoted to compliance with such disclosure regulations, they promise to feature prominently in the larger discussion of the role of national legal regimes in a world of growing interdependence.

A securities transaction has several dimensions of nationality: the nationality of the issuer, the place of execution, the residence of the buyer and, if it is a secondary transaction, the residence of the seller. A transaction is transnational if at least one of these dimensions involves a country different from the country of the other dimensions. Each of the countries associated with a transnational transaction can make a claim for imposing its regime on the issuer whose security is involved. This article addresses the question of which of these countries should have the authority to regulate the issuer's disclosures.


Law | Securities Law | Transnational Law