Retaining Mandatory Securities Disclosure: Why Issuer Choice Is Not Investor Empowerment

sions of management and staff time involved in gathering and providing the information. 9The issuer's socially optimal level of disclosure is reached when the marginal social benefits equal the marginal social costs.Unfortunately, issuer choice would lead U.S.issuers to disclose at a level significantly below this social optimum.To readers steeped in the history of corporate and securities law scholarship, arguments about mandatory disclosure will have a familiar, if distant, ring.While most commentators took mandatory disclosure's desirability as a given for the first three decades following passage of the Securities Act of 1933 ("Securities Act") 1 0 and the Securities Exchange Act of 1934 ("Exchange Act"),' a heated debate broke out in the mid-1960s. 1Opponents argued that market forces alone could provide sufficient incentives for issuers to disclose at their socially optimal levels.By the mid-1980s, however, this debate had largely died out.A rough consensus returned, with even most economics-oriented legal academics, rang-