<p>Capital-market regulation has long relied on disclosure as a central technique of investor protection. The orthodox assumption is familiar: once material information is disclosed, investors can price risk, market discipline can operate and regulators may intervene only at the margins. That assumption becomes fragile where disclosure exists formally but fails to clarify the legal, financial and governance meaning of risk. This article argues that disclosure adequacy should no longer be assessed only by asking whether information has been communicated, but whether it has been substantively articulated. Formal disclosure refers to the legally recognisable act of communicating information to the market. Substantive articulation, by contrast, requires disclosure to clarify the timing, attribution, materiality, risk trajectory and foreseeable consequences of a corporate event or condition. Drawing on recent scholarship on ESG disclosure, non-financial reporting, stock liquidity, cost of capital, corporate governance and stock price crash risk, the article develops a governance-oriented framework for distinguishing transparency from articulation. The revised article now specifies a model substantive articulation standard, defines its compliance elements, addresses legal-liability concerns through a safe-harbour principle, analyses institutional objections, and proposes a phased implementation roadmap. It argues that emerging capital markets often suffer not from the absence of disclosure rules, but from the coexistence of regulatory density and interpretive thinness. Under those conditions, disclosure may satisfy formal compliance while leaving investors exposed to unresolved uncertainty. The article contributes to disclosure and governance scholarship by proposing a shift from disclosure as communication to disclosure as legally bounded articulation.</p>

错误:搜索内容不能为空,请输入英文关键词
错误:关键词超出字数限制,请精简
高级检索

Declarations beyond formal disclosure: substantive articulation and the governance of investor-relevant risk

  • Chandra Yusuf,
  • Zulfikar Judge

摘要

Capital-market regulation has long relied on disclosure as a central technique of investor protection. The orthodox assumption is familiar: once material information is disclosed, investors can price risk, market discipline can operate and regulators may intervene only at the margins. That assumption becomes fragile where disclosure exists formally but fails to clarify the legal, financial and governance meaning of risk. This article argues that disclosure adequacy should no longer be assessed only by asking whether information has been communicated, but whether it has been substantively articulated. Formal disclosure refers to the legally recognisable act of communicating information to the market. Substantive articulation, by contrast, requires disclosure to clarify the timing, attribution, materiality, risk trajectory and foreseeable consequences of a corporate event or condition. Drawing on recent scholarship on ESG disclosure, non-financial reporting, stock liquidity, cost of capital, corporate governance and stock price crash risk, the article develops a governance-oriented framework for distinguishing transparency from articulation. The revised article now specifies a model substantive articulation standard, defines its compliance elements, addresses legal-liability concerns through a safe-harbour principle, analyses institutional objections, and proposes a phased implementation roadmap. It argues that emerging capital markets often suffer not from the absence of disclosure rules, but from the coexistence of regulatory density and interpretive thinness. Under those conditions, disclosure may satisfy formal compliance while leaving investors exposed to unresolved uncertainty. The article contributes to disclosure and governance scholarship by proposing a shift from disclosure as communication to disclosure as legally bounded articulation.