US Listed Companies’ Information Disclosure Regulation Studies

The information disclosure system is one of the most important system which established by Securities Act in many countries and it is the core of the IPO registration system. Since the Third Plenary Session of eighteen, a variety of significant developments have made it more and more clear that the direction of China’s securities market reform is heading to registration system. Although China and the US have differences in many aspects such as cultural the law, but from the securities regulatory perspective, the purpose of the method and means of supervision can become reference. More specific is a large number of Chinese companies have listed in the US, while their business practices have high research value for our research. The "Efficient capital market hypothesis" holds the view that if various market players have equal access to the same market information, they can have equal opportunities for profit. Further Ronald J.Gilsen and Reinier H.Krakman proposed a new theory that information cost difference to put forward the need for regulation to disclose information.Throughout the system of information disclosure in the US that formed by federal laws and the blue sky and SEC is independent form the US government. Information disclosure system experienced by institutional framework, focusing on 2 hard information which build up by the 1933 "Securities Act" and the 1934 "Securities Exchange Act"--- establishment of an integrated information disclosure system, the information is not limited to direct response performance of the company, any information may regarding to the investment decisions should be disclosed---stage of development of network information disclosure, regulatory authorities supervision of listed companies and their associated agencies, and is characterized by a disclosure document-centric, easy to understand. The third party agency is both object be supervised but also actively play a "gatekeeper" role. The short mechanism is a double-edged sword, which can be watchdogs of market order but also can become speculators.China concept stocks’ irregularities were concentrated exposure to short wave which began in 2009, experienced six stages of development: from the beginning simply untrue information disclosure and did not cause too much concern, and then information disclosure violations focus first exposure to the backdoor listing of enterprises; collective action due to increased disclosure of information; enterprises began to actively respond to the problem of information disclosure; being questioned short bodies doubt deep into the off-balance sheet information; but sporadic disclosure of information is still a major question points. The major reason of being short and delisting is information disclosure problem: the first and most basic is that fraud itself is a violation of the essential requirement of information disclosure; secondly, the quality and quantity of information disclosure of non-compliance, on the hand, there are differences in Sino-US accounting rules, but more important reason exposed is the unfamiliar suited registration system information disclosure rules and requirements, the SEC official delisting reason given is clear that "the annual report is not submitted in a timely manner. " The direct result of the above two points will decrease investor information, the stock price continued to drop, hitting one US dollar delisting rule delisting. Concept stocks in reason to disclose information violation, the US capital market is relatively low threshold leads to US listed companies was mixed; the second is for the benefit of fraud; the third is not familiar with the disclosure requirements of the registration system and triggered a crisis of confidence; Fourth, there are differences between the two countries to disclose environmental information. Under the combined effect of these reasons, the disclosure of information takes stock in incompliance. Those companies are essentially Chinese enterprises, to a certain extent on our registration system reform sounded the alarm once, has reminded us that the registration system reform, the most basic and most important rule is not officially constructed now actively exploring foreign lessons, good regulatory system can only guide listed companies to build and then ordered to comply.In contrast, our current regulatory, the Securities Regulatory Commission, the Stock Exchange and the AICPA are three main regulatory agencies while there are some problems, after reform put forward and there will be some new requirements: a framework for regulatory agencies inevitable adjustment; intermediaries requirements have been increased. Although the US regulatory system also has its own flaws, but in the following aspects of the direction of reform can be implications: The first and most direct is to adjust the regulatory scope of rights; followed by the role of intermediaries and to clarify the boundaries of agency responsibility to oversee regulatory safeguards; and finally the perfect post-regulatory measures to strengthen civil compensation system construction, administrative penalties, diversification and increase penalties, improve administrative reconciliation system.