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This paper aims to critically examine the applicability of disclosure‐based regulation in a pre‐emerging securities market.

The paper presents, by using archival data, an analysis of prerequisites for the usefulness of the disclosure philosophy making reference to some Asian securities markets with special reference to the contemporary experiences of the Bangladesh securities market.

The paper concludes that the disclosure philosophy itself is not a panacea, an effective disclosure regime requires a certain level of structural and infrastructural development of the market, and that a particular securities market should follow a paternalistic merit regulation until the attainment of that progress.

This paper contributes to the understanding of effectiveness of the disclosure philosophy for the regulation of securities markets from the perspective of investor protection.

This study examines the accuracy and bias of profit forecasts disclosed in prospectuses by New Zealand companies for initial public offerings during the period 1987 to 1994. The results show that profit forecasts in this period are, on average, more accurate titan those disclosed prior to 1987, which were examined in prior studies. However, the results reject the null hypothesis that profit forecasts are accurate. In examining forecast bias, the evidence shows that the forecasts are, on average, somewhat pessimistic, but not sufficiently to reject the hypothesis that profit forecasts are unbiased. Tests of the determinants of error show that larger companies make more accurate forecasts, and forecasts made in the year 1987 are less accurate than in other years. Tests of the determinants of bias show that forecasts made in 1987 are also more optimistic, and that companies with longer trading histories and pessimistic forecasts make less biased forecasts. Forecast period and industry type are not significantly related to error or bias.

To analyze the SEC’s newly adopted Rule 498 A, the variable contract summary prospectus rule, and concurrently adopted prospectus disclosure requirements in order to propose to insurance companies issuing variable contracts a project implementation plan for companies seeking SEC approval for summary prospectuses compliant with the new rules.

Discusses the history, requirements, effects, and expected implementation timeline of the new rules, then offers a detailed project plan and timeline for compliance.

The Rule does not require insurers to use summary prospectuses, but there are several compelling reasons for doing so. The Rule allows insurers to use a new concise and brief selling document, and by so doing to begin generating very significant cost savings as soon as May 1, 2021. The article provides a detailed implementation plan for insurance companies that want to comply with the new prospectus disclosure requirements and implement policies and procedures to begin using summary prospectuses.

A coordinated project implementation plan like that outlined in the article might assist insurance companies to make the requisite statutory prospectus revisions and prepare and obtain SEC approval of summary prospectuses by May 1, 2021.

Analysis from experienced attorneys who frequently advise insurance companies issuing fixed and variable annuities, and assist clients in navigating the complex regulatory requirements governing insurance and securities products.

The purpose of this paper is to recommend a print distribution and web site disclosure strategy that is both cost effective and compliant with the SEC summary prospectus rule.

The paper explains the economics of offset printing versus digital printing on demand (POD) and printing prospectuses at the traditional printer's site versus creating print‐ready PDFs electronically and making them available to fund distributors so they can print and deliver “on demand” on site. It provides a checklist of web site disclosure requirements for a fund to be compliant with the summary prospectus rule.

The paper finds that, by establishing a rock‐solid web strategy, coupled with new thinking on their printed prospectuses, firms can comfortably maximize their savings and establish a rational framework for investor disclosure envisioned by the SEC.

The paper provides cost effective guidance for compliance with the SEC summary prospectus rule.

The purpose of this paper is to jointly assess the impact of regulatory reform for corporate fundraising in Australia (CLERP Act 1999) and the relaxation of ASX admission rules in 1999, on the accuracy of management earnings forecasts in initial public offer (IPO) prospectuses. The relaxation of ASX listing rules permitted a new category of new economy firms (commitments test entities (CTEs)) to list without a prior history of profitability, while the CLERP Act (introduced in 2000) was accompanied by tighter disclosure obligations and stronger enforcement action by the corporate regulator (ASIC).

All IPO earnings forecasts in prospectuses lodged between 1998 and 2003 are examined to assess the pre‐ and post‐CLERP Act impact. Based on active ASIC enforcement action in the post‐reform period, IPO firms are hypothesised to provide more accurate forecasts, particularly CTE firms, which are less likely to have a reasonable basis for forecasting. Research models are developed to empirically test the impact of the reforms on CTE and non‐CTE IPO firms.

The new regulatory environment has had a positive impact on management forecasting behaviour. In the post‐CLERP Act period, the accuracy of prospectus forecasts and their revisions significantly improved and, as expected, the results are primarily driven by CTE firms. However, the majority of prospectus forecasts continue to be materially inaccurate.

The results highlight the need to control for both the changing nature of listed firms and the level of enforcement action when examining responses to regulatory changes to corporate fundraising activities.

Understanding the determinants of a corporate initial public offering (IPO) success is essential for reducing investors' valuation uncertainty when participating in share offerings. In this sense, this study contributes to the existing debate by examining IPO prospectus readability. The authors specifically investigate how clear and more informative insights into pure corporate key financial numbers can lead to a higher valuation for the company after the listing process.

Through a sample of European IPOs, the authors employ a cross-sectional regression to test the relationship between prospectus readability through the Flesch reading ease (FRE) score and companies' market-to-book ratio at the period end date after the listing process.

The study findings show a positive impact of higher readability on the post-IPO market-to-book ratio. Thus, clear and more informative communication results in stocks being traded at a premium to their book value. This study presents a concrete call for firms to increase corporate documents’ readability to mitigate the risk of withdrawing or spoiling corporate market access. Specifically, enhanced clarity and transparency increase investors' confidence, facilitating a better understanding of companies' intrinsic value and the overall IPO process. The authors conducted several tests to validate the results.

To the best of the authors’ knowledge, this is among the first works to explore the relationship between the readability of corporate prospectus and the sustained IPO success in the European context.

This study aims to examine the accuracy of the earnings forecasts (EFs) included in the prospectuses of newly established firms in Jordan.

Prospectuses of 41 newly formed public companies in Amman stock exchange during the period 1992‐1996 are tested to identify the accuracy of EF and the association between EF and certain firm characteristics. These include auditor's reputation (AUD), retained ownership, plant assets, DE, BVPSH, market value to book value (MV2BV), size and forecast period.

Findings show that forecasts are optimistic and retained ownership ratio, MV2BV, and the losses in SHPs are associated with forecast errors.

The sample is limited to companies that are required to provide earnings estimates in their prospectuses. Thus holding companies, insurance companies and private firms which went public are excluded from the sample.

Investors are advised to seek other information as the EF are biased.

The paper highlights that Jordanian regulators need to address the inaccuracy of earnings which can give negative signals to local and foreign investors.

This paper aims to provide a chronological review of changes in the institutional setting regulating Australian initial public offering (IPO) firms’ earnings forecasts over the period from 1994 to 2012. The changing forecasting environment covers both IPO firms’ prospectus earnings forecasts and post-listing updates to those forecasts.

This historical analysis reviews the changes in corporate regulation and enforcement, Australian Securities Exchange listing requirements and the outcomes of securities class actions (SCA) that affect IPO firms’ earnings forecasts.

A review of the institutional setting regulating Australian IPO firms’ earnings forecasts reveals two inter-temporal shifts in (increasing) litigation risk over 1994-2012 period which have arisen from more onerous regulations, stronger regulatory enforcement and a more active SCA market. The authors document the corporate responses to those shifts.

This is the first study to comprehensively document research of an inter-temporal litigation risk shift on IPO firms’ earnings forecasting behaviour. It therefore provides a formative base and a useful resource for researchers, practitioners and investigators (regulators, forensic accountants, etc.) when examining the impact of the changes on IPO firms’ forecasting behaviour following regulatory change and enforcement.

The purpose of this paper is to review significant questions raised by the US Supreme Court's June 13, 2011 decision in Janus Capital Group, Inc. v. First Derivative Traders and discuss issues that fund directors and advisers may want to consider as a result.

The paper explains the narrow interpretation of Rule 10b‐5 that the Court decision represents and the Court's effort not to allow expansion of secondary liability for aiding and abetting under the federal securities laws. It raises questions about the allocation of liability for prospectus content among fund directors, officers, and advisers. It compares liability of advisers and their affiliates under provisions of Rule 10b‐5 and Sections 11 and 12 of the Securities Act of 1933. It recommends three matters that directors should consider concerning the allocation of liability in a case involving a false prospectus: the best way for fund directors to carry out their “due diligence” regarding the content of fund registration statements; the provisions of advisory, administrative and distribution contracts that allocate liability between those entities and the fund for prospectus misstatements and omissions; and various avenues for indemnification and shared liability, including D&O/E&O coverage and an indemnification agreement with the adviser. It introduces the alternative of shared liability in which the adviser signs the fund's registration statement.

The paper finds that the Janus decision has caused fund directors, officers and advisers to focus on the allocation of liability for prospectus errors.

The paper provides a practical guidance from experienced securities lawyers.

The purpose of this paper is to compare intellectual capital disclosure in the prospectus of an initial public offering (IPO) with the intellectual capital disclosure in the subsequent annual report. The first objective was to investigate whether companies make a commitment toward intellectual capital disclosure. The second objective was to investigate whether companies report more on intellectual capital in the prospectus.

This study investigated the prospectus and annual report using a sample of 55 firms that applied for an initial listing in Belgium and The Netherlands from 2005‐2009. A coding framework of 86 items was used to perform the content analysis.

The existence of intellectual capital disclosure commitment was confirmed. Moreover, the results demonstrated that companies report more extensively on intellectual capital in their prospectus in comparison to their annual reports.

This paper documents the first study to provide empirical evidence on the existence of intellectual capital disclosure commitment. Therefore, it offers a new path for future intellectual capital disclosure research.