The University of Sydney Business School, Discipline of Business Law
Abstract
The very idea of ‘continuous disclosure’ and all it carries with it – corporate transparency, equal access to information, a level playing field amongst market participants for trade in an entity’s securities – is of serious value to the effective and efficient functioning of the Australian market for capital. The extent to which the structures supporting faith in this ideal are actually effecting it in reality is therefore an important issue for consideration. To what extent then do enforcement efforts surrounding the regime justify any faith placed in the integrity of the market by lay investors? Put differently, should investors feel confident that the immediate release of material information relevant to their trading decisions is well policed, with the effect that there are likely to be few deviations from this ideal standard, and that the market can be trusted to provide information necessary to maintain a level playing field? An important question on par with this preliminary is whether there is anything that might be learnt from enforcement activity of various kinds to improve the type of corporate reporting which has been subjected to it. Inquiry into these questions will serve to temper corporate and investor expectations as to just what the practical requirements and limits of a system of continuous disclosure might be. The purpose of this dissertation is to offer a deeper understanding of the enforcement of Australia’s continuous disclosure regime, from high profile court cases and the imposition of administrative sanctions to ‘everyday’ enforcement activity through ASX price queries and aware letters, and offer an analysis of what might be learnt from them with a view to improving the daily function of continuous disclosure in Australian markets. Such an understanding might at the very least ensure the development of a realistic set of expectations around this interesting, if unusual, set of rules
