International Developments – Past, Present and Future
Keith F. Higgins, Director, Division of Corporation Finance
Keynote Address at PLI – Fifteenth Annual Institute on Securities Regulation in Europe<br>London, England
Jan. 21, 2016
Thank you for your kind introduction and for inviting me to speak to you today. This is the second time I have had the pleasure of presenting the keynote address at this annual PLI conference in London and I am grateful for the opportunity to speak to you again.
Before I begin, of course, I must provide the standard disclaimer that my remarks are my own views and do not necessarily reflect the views of the Commission or any of my colleagues on the staff of the Commission.
It is exciting to be back in the United Kingdom at the start of a year full of landmark events, including celebrating the Queen’s 90th birthday and 400 years of William Shakespeare’s legacy. Securities law practitioners also have a notable — albeit a wee bit less grand — anniversary that we are approaching: next year will be the 30th anniversary of the Commission’s study about the globalization of the securities markets. Please allow me to take you back in time to discuss the Commission’s thinking on cross-border offerings, steps it has taken to address the challenges presented by global offerings, events and trends in the international markets over the last three decades, and then offer some observations on matters that may be ripe for exploration in the future. I will conclude with three timely securities law topics that are being discussed across the global markets: crowdfunding, disclosure reform, and interim financial reporting.
SEC Staff Report on Internationalization of the Securities Markets
Trends and Events Preceding the Study
Thirty years ago, the Commission undertook an agency-wide study on the internationalization of the securities markets. Mandated by Congress, this study explored a wide range of subjects related to the international securities markets and resulted in a staff report on these topics. Several important trends and events in the world had led up to this study. In the 1980s, raising capital in the international markets was no longer a novelty, and commentators called 1985 a “boom year” in the global capital markets. By 1985, the London Eurobond market was the world’s largest securities market, and a Euroequity market was quickly developing. At the time, the world had seen an explosive growth in bonds issued internationally. In fact, the SEC study found that “between 1980 and 1986 international bond issues increased from $38.3 billion to $225.4 billion.” Euroequity offerings of common and preferred stock increased to $11.8 billion in 1986 compared to only $200 million in 1983. U.S. investors’ desire for international diversification led to significant increases in purchases and sales of foreign securities, which reached a record $102 billion in 1986. Similarly, activity of foreign investors in U.S. domestic corporate shares reached $277.6 billion in the same year.
Since that time, the amount of cross-border holdings has increased enormously. According to U.S. Treasury reports, U.S. investors increased their holdings of foreign equities from $2.1 trillion in June 2002, to $6.4 trillion in June 2007, to $9.6 trillion in June 2014. Similarly, foreign holdings of U.S. securities continued to increase from approximately $4.3 trillion in June 2002, to $9.7 trillion in June 2007, to $16.4 trillion in June of 2014. Investing is truly an international endeavor.
The significant increases in multinational offerings may have been one of the factors that drew attention to this area almost thirty years ago. In addition, there were other historic factors that would have played an important role. In 1986, here in the United Kingdom, of course, the Big Bang, which ended fixed commissions in London, and other reforms during the Thatcher Era were put in place in part to further internationalize capital markets. The reforms included not only the deregulation of aspects of securities trading and the creation of a new regulatory framework for the securities markets, but also large scale economic changes such as the privatization of large British companies such as British Telecom and British Airways. In December 1984, British Telecom completed a simultaneous global offering for $4.5 billion, which at the time was the largest equity offering in the world. The company filed the British pathfinder and the U.S. registration statement on the same day. The difficulties encountered in conducting and coordinating large simultaneous multinational offerings, such as the offering by British Telecom and the desire to facilitate such offerings, later led to the adoption of new regulations in this area, as I’ll talk about later.
The internationalization of the securities markets that brought increased opportunities for issuers and investors around the world also presented regulators with challenges. U.S. investors were increasing purchases of securities in offshore trading markets, as indicated by the statistics I noted earlier. As a consequence, there were numerous foreign companies that through securities ownership had a “presence” in the United States, but that had never voluntarily entered the U.S. securities markets. U.S. investors in these companies were often precluded from participating in the issuers’ rights or exchange offers because foreign companies were reluctant to register the offerings under the Securities Act. On the flip side, foreign issuers expressed concerns with the complex procedures required to assure that securities sold abroad were not sold or resold to U.S. persons.
During this period, the Commission began seeking solutions to build a sound disclosure system for cross-border offerings. The Commission’s goal of removing unnecessary impediments for capital raising on a global basis, however, was to be balanced with assuring that those who buy securities in the United States would continue to receive protections intended by the U.S. securities laws.
SEC Release and Roundtable
In February 1985, in response to these developments, the SEC issued a release that solicited comments on methods to harmonize disclosure and distribution practices for multinational offerings by non-governmental issuers. The release referred to several large multinational offerings of that time: two Canadian companies, Alcan Aluminum and Bell Canada Enterprises, each offered securities simultaneously in the United States, Canada and Japan in 1983: and British Telecom, which made its initial public offering in the United Kingdom, Japan, Canada and the United States in 1984. In the release, the Commission articulated two approaches for public consideration: the reciprocal approach and the common prospectus approach. The reciprocal approach envisioned an agreement by countries to adopt a system under which each country would recognize and accept the offering documents used by an issuer in its own country under its own securities laws. The release listed the United States, the United Kingdom and Canada as countries that could initially adopt this approach.
The common prospectus approach, on the other hand, envisioned the development of a single set of disclosure standards by multiple regulators. This approach contemplated using one standard prospectus simultaneously in multiple jurisdictions. The Commission solicited public comment on the two conceptual approaches, and requested that commenters address the SEC’s role in encouraging multinational offerings, discuss which of the two approaches the Commission should adopt and why, and address whether there should be any limitations on the types of offerings and issuers to which the new procedures for multinational offerings should apply.
In responding to the SEC release, the majority of the commenters strongly endorsed the Commission’s initiative and favored the reciprocal approach, principally due to its ease of implementation. Commenters noted that the reciprocal system respected different customs, business conduct and traditions of fairness and disclosure in each jurisdiction. Commenters also noted that implementation of the reciprocal approach appeared less costly to issuers because they needed to go through a regulatory review process only once. Many commenters also favored a modified reciprocal approach, based upon either a prospectus supplement to be used outside the issuer’s domicile, or a domestic supplement to a foreign prospectus meeting minimum disclosure standards.
In February 1987, to further the discussion on the internationalization of the securities markets, the Commission hosted a roundtable discussion about internationalization of securities markets that focused on secondary market trading and primary offerings in the international context. The topics discussed during the roundtable included international secondary market trading mechanisms, the availability of market information, transnational surveillance sharing, international clearance and settlement systems, possible regulatory adaptations, and barriers to entry in the securities markets.
SEC Staff Internationalization Report
The SEC staff’s Internationalization Report was published shortly after the roundtable, in July 1987. The report described significant issues raised by international and multinational securities offerings and outlined major challenges facing securities regulators. The internationalization of securities markets presented challenges both to U.S. companies raising capital abroad and to foreign issuers selling securities to U.S. investors. The report noted that foreign issuers that wanted to access the U.S. capital markets through registered public offerings often chose not to do so due to substantial differences in disclosure requirements, including accounting principles and auditing standards. The report further observed that foreign issuers’ reluctance to enter the U.S. securities markets voluntarily also stemmed from concerns about liability under the U.S. federal securities laws, perceptions of a litigious environment in the United States, and submission to SEC oversight.
For U.S. companies raising capital abroad, the reach of the registration requirements under Section 5 of the Securities Act was also a cause for concern. At the time, the scope of Section 5 was a matter of some uncertainty and the significance of this issue grew as more and more U.S. companies sought financing outside the United States. The report described a “territorial approach” as a potential solution. Under this approach, Section 5 would only apply to offers and sales within the United States. It was emphasized, however, that the territorial approach concept should take into account advancing technology and worldwide telecommunications. As an aside, in speaking of technology, even the most forward thinking regulator in 1987 could not have envisioned that we would have the global instantaneous information dissemination system which is the Internet of today.
Further, the report highlighted that facilitating direct access to the U.S. capital markets by foreign issuers presented significant challenges, including liabilities for improper disclosures under the federal securities laws, the significant time and cost required for reconciliation of foreign accounting disclosure to U.S. GAAP, compliance with U.S. auditing standards and submission to the jurisdiction of the SEC. To address these challenges, the Commission began the process of developing a proposal for reciprocal disclosure to register securities in several countries, initially the United Kingdom and Canada, thus allowing an offering document of the issuer’s home country to be used as a prospectus for offering securities in the United States and vice versa. The report also concluded that a key factor in facilitating foreign issuers’ access to the U.S. capital markets was a coordinated effort with state securities regulators.
Commission’s Policy Statement
After the Internationalization Report, the Commission took another step toward addressing the challenges presented by the globalization of the securities markets when it published the Commission Policy Statement on Regulation of International Securities Markets in 1988. This policy statement described the three most important features of an effective regulatory structure for an international securities market system: (1) efficient trading and market structures; (2) sound disclosure systems; and (3) fair and honest markets. In the area of sound disclosure systems, the policy statement emphasized that securities regulators should continue to seek ways to accommodate and minimize differences in disclosure requirements, accounting principles, auditing standards, and auditor independence standards between countries in order to facilitate transnational capital formation. The policy statement also noted that securities regulators should consider multijurisdictional registration mechanisms as a means of facilitating transnational capital formation and increasing available investment opportunities. Developing mutually acceptable international accounting standards, and establishing mutually agreeable auditing and auditor independence standards, were also among important goals noted in the Commission’s policy statement.
The Last Three Decades: Implementation and Addressing the Challenges
Regulation S and 144A
Now, let’s turn to assess the past 30 years from our vantage point in 2016. We can ask: where did all this work, research and thinking lead us? Having articulated the three guiding principles in its policy statement, how did the Commission implement them consistent with its mission? To do this, I am going to take a quick trip through the decades, stopping briefly to touch on some of the Commission’s more significant cross-border efforts. Two years after its policy statement, in 1990, the Commission adopted Regulation S. This regulation clarified the territorial reach of the registration provisions of the Securities Act and provided certainty to domestic and foreign issuers alike by establishing safe harbors. Although some revisions have been made over the years to address what the Commission referred to as “problematic practices,” it is fair to say that Regulation S has been broadly accepted. But given the significant changes in the securities markets over the years, are there aspects of Regulation S that are ripe for re-examination? The safe harbor procedures under Regulation S are patterned after market practices established in the late 1980s, and one could fairly ask whether they could use some updating, either in light of changes in market practice, technology or something else. For example, the safe harbor procedures under Category 3 of Regulation S for U.S. issuers offering their equity securities outside the United States stem from the era of paper-based certifications. Some trading venues, such as the London Stock Exchange, have moved forward on their own to implement changes that provide for electronic 21st century procedures. Also, the growth of the Internet and the ubiquity of information have presented challenging interpretive issues for the limitation on directed selling efforts in the United States under Regulation S, particularly in light of the elimination of the prohibition on general solicitation for certain exempt offerings under Regulation D.
Second, Rule 144A was adopted on the same day as Regulation S. As written, Rule 144A is a safe harbor for resales of restricted securities, but in practice it has become a clearly-blazed trail for unregistered offerings in the United States, both by U.S. and foreign issuers. Again, the Rule 144A safe harbor procedures for unregistered offerings to qualified institutional buyers through financial intermediaries have been widely accepted. And in particular, for foreign issuers that were undertaking global offerings of securities, Rule 144A has provided a way to easily access the U.S. institutional market. As you all no doubt know, Rule 144A was amended as part of the Commission’s mandate under the JOBS Act to permit offers of securities to persons who may not be qualified institutional buyers (“QIBs”). The staff has heard that market practice has not changed significantly for Rule 144A offerings, suggesting that there may have been less demand for general solicitation among QIBs than might have been thought. Overall, it appears that Regulation S and Rule 144A, especially when looked at as a package, created an efficient regulatory structure to allow for unregistered international offerings of securities, which is true to the first principle in the Commission’s 1988 policy statement.
Multijurisdictional Disclosure System
In addition to the Commission’s adoption of Rule 144A and Regulation S relating to unregistered offerings, the Commission’s internationalization work also focused on registered offerings and listings in the United States by foreign issuers. These efforts implemented the principle from the policy statement that sought sound disclosure systems. The 1990s represented the high-water mark of this work, beginning with the adoption of the Multijurisdictional Disclosure System (known as MJDS) with Canada in 1991 and ending in 1998 with the complete revision of the disclosure requirements applicable to foreign private issuers to align those requirements with international standards adopted by IOSCO. During the decade, the Commission and the staff took other actions designed to facilitate foreign issuer access to the U.S. public capital markets. For example, the Commission expanded the eligibility to use shelf registration and short-form registration under Form F-3. It also gave greater flexibility under Rule 3-20 of Regulation S-X for foreign issuers to choose the appropriate reporting currency in their filings and accepted financial statements that were prepared in accordance with certain International Accounting Standards. Lastly, the Commission provided safe harbors for offering communications relating to unregistered offerings and offshore press conferences.
The MJDS for Canadian issuers bears a closer look, as it was clearly the outgrowth of the Commission’s efforts to address the challenges of cross-border offerings and the 1985 concept release. The commentators described the Commission’s implementation of the MJDS as a hybrid system between the common prospectus and the reciprocal approaches outlined in the 1985 release. Although the system most resembles the reciprocal approach, the commonality between the U.S. and Canadian disclosure requirements was an important factor that led to the development of the MJDS between the two countries. Through the years, there have been a number of Canadian issuers that have taken advantage of the MJDS for their U.S. IPOs, other offerings and periodic reports. Yet the number of issuers filing MJDS annual reports has never exceeded 150 in any year, and there appear to be many large Canadian issuers that may be eligible to use the MJDS to list in the United States but which have chosen not to. Especially when looking at the cross-border use of Regulation S and Rule 144A, the use of the MJDS is far less frequent and perhaps was a solution in search of what turned out to be not a large problem in practice.
How has recent legislation relating to the regulation of companies that are listed on U.S. exchanges and current business realities and technological advances affected companies with multiple listings in markets around the globe? The Sarbanes-Oxley Act and the Dodd-Frank Act obligated the Commission to amend its disclosure requirements, among other things. These amendments affected all registered issuers, including those filing under the MJDS. In addition, technology has brought the world and markets closer than ever, and investors can buy and sell securities across the globe almost as easily as they can within their home country. Likewise, issuers can raise funds around the globe, and by making use of exemptive rules and limiting their fundraising to certain classes of investors, are able to avoid multiple registration regimes. With the benefit of hindsight, despite the prominence in the mid-1980s of a number of global offerings, one may now observe that there have been only a very small number of truly global offerings, requiring the coordination of multiple listings with registered public offerings in two or more countries. I think it’s safe to say that even had global securities regulators embraced mutual recognition or fashioned a unitary offering system we probably would not have seen more foreign listings today than one currently sees, either in the United States or in other countries. Instead of creating a new regulatory infrastructure for cross-border offerings, a more targeted approach has seemed to adequately serve the needs of issuers and investors. This more narrow solution has seemed to be a practical and worthwhile approach.
Which leads to the present-day question: what efforts, if any, should the SEC staff consider with respect to foreign issuers in the registered U.S. capital markets? For example, foreign issuers contemplating an IPO are still very welcome to offer their securities to U.S. investors through an SEC-registered offering and to list them on a U.S. stock exchange. I am pleased to say that since I joined the Commission in mid-2013, there have been over 150 new foreign private issuer registrants from over 30 countries. In that context, should the staff explore a recommendation to create a system to specifically address public offerings made in several jurisdictions, especially when it would seem that the long-term trend is moving away from these offerings? Or would it be better for all market participants — investors, issuers, intermediaries, markets and regulators — for regulators to maintain an ongoing dialogue about the issues that are arising in various countries and how those matters are being addressed? Each jurisdiction has unique characteristics and what works in one jurisdiction may not carry over to another. Even so, I believe there is much that regulators can learn from one another as each works to address similar issues.
As part of learning from each other, since I am here in London, I wanted to talk about three topics that have been subject to quite a lot of activity not only in the United States but also in Europe and around the world: crowdfunding, disclosure reform and interim financial reporting. The commonality of these topics being discussed by market participants around the world indicates that no country has a monopoly on possible approaches to addressing key issues, such as promoting capital formation, especially among smaller issuers, and preserving important investor protections against fraud and harmful market practices.
In October 2015, the Commission adopted final rules to permit companies to offer and sell securities through crowdfunding platforms in the United States. The forms and rules allowing funding portals to register with the Commission will be effective next week, on January 29, 2016, and the overall crowdfunding rules will be effective on May 16, 2016. The new rules are designed to assist smaller companies in capital formation and to provide investors with additional investment opportunities. Crowdfunding is an alternative source of financing and a relatively new and evolving method of raising capital that has been used to raise funds predominantly on the Internet for a variety of projects. The recently adopted rules will enable individuals to purchase securities in crowdfunding offerings and carries with it a requirement for companies to disclose certain information about their business and securities. Crowdfunding offerings will be limited to a maximum of $1 million in a 12-month period, with limits placed on an individual’s crowdfunding investments. The caps are based on an individual’s annual income or net worth, with a maximum of $100,000 in a 12-month period across all crowdfunding offerings.
The United States is not the only country that has adopted or is considering adopting rules pertaining to crowdfunding. In February 2014, IOSCO published a staff working paper entitled “Crowd-funding: An Infant Industry Growing Fast.” The report noted that the financial return crowdfunding market has grown significantly in each of the preceding five years, driven by annual growth of 90% in peer-to-peer lending with an estimated $6.4 billion outstanding in 2013. The European Union also conducted a study in April 2015, and the European Commission “is exploring the potential and the risks of this relatively new and growing form of finance, as well as the national legal frameworks applicable to it.” In November 2015, several Canadian securities regulatory authorities published a final rule that introduces a crowdfunding prospectus exemption for issuers as well as a registration framework for funding portals in Canada. In the United Kingdom, the Financial Conduct Authority regulates loan-based and investment-based crowdfunding, and in March 2014 it established the regulatory framework in this area.
While the crowdfunding regimes adopted in Canada, the United Kingdom, and the United States contain a number of similarities, there are also significant differences. For example, all three countries require investors to sign an acknowledgement that provides certain warnings to investors. Also, both Canada and the United States require that securities be sold through registered intermediaries. While United States and Canada crowdfunding rules regulate the content and form of marketing and disclosure documents, the United Kingdom’s general prospectus and key investor information requirements apply unless an exemption is available. The United States and Canadian crowdfunding rules contain a number of other requirements and limitations that are not imposed in the United Kingdom, including caps on the amount of capital a company can raise in a 12-month period, holding periods for the securities, mandated use of a website, and financial statement disclosures. We have much to learn from one another about how regulators can help to strike the right balance between facilitating capital formation and providing appropriate investor protections for what many believe will be the riskiest types of offerings. Last month, IOSCO issued a Statement on Addressing Regulation of Crowdfunding, noting that crowdfunding is in its infancy and that regulators should pay attention to the particular risks related specifically to crowdfunding.
Another popular topic among securities regulators is disclosure reform. In the United States, Commission staff has undertaken a major disclosure effectiveness initiative as part of our effort to promote issuers providing transparent, material information that investors find useful. The goal of this project is to recommend to the Commission rule changes — particularly to Regulation S-K and Regulation S-X — to update and modernize specific disclosure requirements, to eliminate duplicative disclosures and to continue to provide material information to investors. The goal is not to provide less information to investors, but to improve the disclosure requirements for the benefit of investors and companies. As part of this project, on September 25, 2015, the Commission published a request for comment on Regulation S-X that focused on the requirements for financial statements filed with the Commission of entities other than the issuer. This was the initial step in our project. The staff’s review and recommendations will focus on business and financial disclosure required by periodic and current reports. The recently enacted Fixing American’s Surface Transportation Act requires the Commission to consider how best to modernize and simplify the disclosure requirements in Regulation S-K and to propose revisions to those requirements. Our work on disclosure effectiveness dovetails nicely with these requirements and will support the Commission’s efforts to satisfy them.
The Commission is by no means alone in its concerns about whether disclosures prepared for investors are serving the needs of investors. The International Accounting Standards Board (“IASB”) and regulators in other countries are pursuing various disclosure reform initiatives. In 2013, the IASB began a broad-based initiative to explore how disclosures in IFRS financial reporting can be improved. On November 30, 2015, the European Commission proposed an overhaul of the Prospectus Directive, the rules that allow companies to raise money on public markets or by means of a public offer in the European Union. The main goals underlying the proposed new EU regulation are to overhaul prospectus rules to improve access to financing for companies and simplify information for investors. The new EU Prospectus Directive contains a number of changes related to prospectus summary and risk factors sections that can be viewed as part of disclosure reform in the European Union. Here in the United Kingdom, the Financial Reporting Council (“FRC”) published a discussion paper on this topic in 2012. And later in 2013, the FRC published a feedback statement with a series of calls to action, several of which are now being considered by the IASB as part of its Disclosure Initiative project.
In June 2014, the FRC published a report that discussed principles for communication, placement of information and materiality in annual reports. The FRC also launched a “Clear and Concise” reporting initiative, with the goal of cutting the clutter in financial reports. It also issued a report that provides practical aids to preparers of annual reports to reduce clutter and gives examples of how these new disclosures might look. There have been similar voluntary efforts in the United States. For example, a report examined companies’ efforts to improve disclosure and provided recommendations for companies to consider in order to make their disclosures more meaningful for investors. Further, a recent report found that 74% of the companies surveyed were taking actions to improve their financial reporting.
Finally, I would like to make a few remarks about interim reporting. The United Kingdom has stopped mandating that companies provide quarterly financial reports to investors. Lately, some commentators have asked the Commission to re-think the need for quarterly reporting by U.S. issuers, which has been a staple of the U.S. regulatory system since 1970, advocating that this frequency leads to short-term thinking by investors and company management. These commentators note that financial reporting that focuses on short-term performance is not conducive to building sustainable businesses because it steers management to focus on short-term goals and performance. Other commentators oppose a change in this area arguing that replacing quarterly with semi-annual reporting will not induce management to make longer-term business decisions and will increase the temptation for insider trading. The need for such re-examination may be especially appropriate for smaller reporting companies because of the burdens associated with providing financial statements every three months. This focus on interim reporting is not new. In April 2004, one of my predecessors, Alan Beller, addressed this subject in his speech about Regulation in a Global Environment in Berlin, Germany, expressing then some skepticism about the arguments in favor of semi-annual reporting. Members of the SEC Advisory Committee on Small and Emerging Companies discussed the pros and cons of discontinuing quarterly reporting at length during the Committee’s meeting on September 23, 2015. Although this discussion has not resulted in a formal recommendation to the Commission, the debates and research in this subject area are likely to continue in the future.
In conclusion, internationalization and cross-border issues continue to be important for the U.S. and global capital markets. Yet when looking at the regulation of capital raising in the United States, the Commission’s recent focus has been on facilitating small business capital formation and reassessing our disclosure requirements. Nonetheless, I want to highlight that what was true 30 years ago continues to be true today: regulators owe it to issuers, investors and the markets they oversee to look outside their national borders when addressing what may appear to be domestic concerns. Although much has changed over the decades since that long-ago Internationalization Study, I believe this is one principle that should remain unchanged. Thank you again for inviting me to speak to you today and for your gracious attention.
 The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement by any of its employees. The views expressed herein are those of the author and do not necessarily reflect the views of the Commission or of the author’s colleagues upon the staff of the Commission.
 See Report of the Staff of the U.S. Securities and Exchange Commission to the Senate Committee on Banking, Housing and Urban Affairs and the House Committee on Energy and Commerce on Internationalization of the Securities Markets (July 27, 1987), available at: http://www.sechistorical.org/museum/papers/1980/page-10.php.
 See Charles C. Cox, Internationalization of the Capital Markets: The Experience of the U.S. Securities and Exchange Commission, A Paper Before the XI Annual Conference of the International Association of Securities Commissions (July 16, 1986), available at: http://www.lexissecuritiesmosaic.com/gateway/sec/Speech/071686cox.pdf.
 Dr. Felice Batlan, The Imperial SEC? — Foreign Policy and the Internationalization of the Securities Markets, 1934-1990; The Harmonization of Securities Laws, The Internationalization Study, available at: http://www.sechistorical.org/museum/galleries/imp/imp09b.php.
 See Report of the Staff of the U.S. Securities and Exchange Commission to the Senate Committee on Banking, Housing and Urban Affairs and the House Committee on Energy and Commerce on Internationalization of the Securities Markets, supra, at II-1 and II-2.
 Id. at II-2.
 Id. at II-3.
 See Foreign Portfolio Holdings of U.S. Securities as of June 30, 2014, Report of the Department of the Treasury, Federal Reserve Bank of New York, Board of Governors of the Federal Reserve System (April 2015), available at: http://ticdata.treasury.gov/Publish/shl2014r.pdf and http://ticdata.treasury.gov/Publish/shlhistdat.html.
 Thomas R. Gira, Toward a Global Capital Market: the Emergence of Simultaneous Multinational Securities Offerings, Maryland Journal of International Law 157, 171 (1987), available at: http://citeseerx.ist.psu.edu/viewdoc/download?doi=10.1.1.426.1502&rep=rep1&type=pdf.
 See Report of the Staff of the U.S. Securities and Exchange Commission to the Senate Committee on Banking, Housing and Urban Affairs and the House Committee on Energy and Commerce on Internationalization of the Securities Markets, supra, at III-315.
 Id. at III-316.
 See Facilitation of Multinational Securities Offerings, Securities Act Release No. 33-6568 (Feb. 28, 1985).
 See Charles C. Cox, Internationalization of the Capital Markets: The Experience of the U.S. Securities and Exchange Commission, A Paper Before the XI Annual Conference of the International Association of Securities Commissions (July 16, 1986), available at: http://www.lexissecuritiesmosaic.com/gateway/sec/Speech/071686cox.pdf.
 Id. at 5.
 SEC News Digest, Issue 87-26, at 2, available at: https://www.sec.gov/news/digest/1987/dig021187.pdf.
 See Report of the Staff of the U.S. Securities and Exchange Commission to the Senate Committee on Banking, Housing and Urban Affairs and the House Committee on Energy and Commerce on Internationalization of the Securities Markets, supra, at III-311.
 Id. at III-322.
 Id. at III-324.
 See Regulation of International Securities Markets, Securities Act Release No. 33-6807, Exchange Act Release No. 34-26284 (Nov. 14, 1988).
 Id. at 11-12.
 See Simplification of Registration and Reporting Requirements for Foreign Companies; Safe harbors for Public Announcements of Unregistered Offerings and Broker-Dealer Research Reports, Securities Act Release Nos. 33-7029; 34-33139 (Nov. 3, 1993).
See Selection of Reporting Currency For Financial Statements of Foreign Private Issuers and Reconciliation to U.S. GAAP for Foreign Private Issuers With Operations in a Hyperinflationary Economy, Securities Act Release No. 33-7117, available at: http://www.sec.gov/rules/final/fissuer.txt.
See also Offshore Press Conferences, Meetings with Company Representatives Conducted Offshore and Press-Related Materials Released Offshore, Securities Act Release No. 33-7470, available at: https://www.sec.gov/rules/final/33-7470.txt.
 See Susan Wolburgh Jenah, Commentary on A Blueprint for Cross-Border Access to U.S. Investors: A New International Framework, Harvard International Law Review 68, 73 (2007).
 See the European Commission’s website available at: http://ec.europa.eu/finance/general-policy/crowdfunding/index_en.htm.
 See National Crowdfunding Association of Canada’s website available at: http://ncfacanada.org/breaking-news-nov-5-2015-regulators-including-osc-adopt-crowdfunding-exemption-and-registration-framework-for-funding-portals.
 See OICU-IOSCO Crowdfunding 2015 Survey Response Report, available at: https://www.iosco.org/library/pubdocs/pdf/IOSCOPD520.pdf
 See IOSCO, Statement on Addressing Regulation of Crowdfunding, December 2015, available at: http://www.iosco.org/library/pubdocs/pdf/IOSCOPD521.pdf, and IOSCO, IOSCO Publishes Statement on Regulation of Crowdfunding, December 21, 2015, available at: http://www.iosco.org/news/pdf/IOSCONEWS415.pdf.
 See Request for Comment on the Effectiveness of Financial Disclosures About Entities Other Than the Registrant, SEC Release No. 33-9929; 34-75985, available at: http://www.sec.gov/rules/other/2015/33-9929.pdf.
 See Information about IFRS Disclosure Initiative on IFRS’ website, available at: http://www.ifrs.org/Current-Projects/IASB-Projects/Disclosure-Initiative/Pages/Disclosure-Initiative.aspx.
 Press Release of the European Commission, Brussels, November 30, 2015, available at: http://europa.eu/rapid/press-release_IP-15-6196_en.htm?locale=en.
 The FRC’s calls to action are listed on FRC’s website, available at: https://www.frc.org.uk/News-and-Events/FRC-Press/Press/2013/October/FRC-calls-to-action-for-improving-disclosures.aspx.
 See FRC’s website, available at: https://www.frc.org.uk/Our-Work/Codes-Standards/Accounting-and-Reporting-Policy/Clear-and-Concise-Reporting/Disclosure-Framework.aspx.
 See Financial Reporting Council’s Guidance on the Strategic Report, available at: https://www.frc.org.uk/Our-Work/Publications/Accounting-and-Reporting-Policy/Guidance-on-the-Strategic-Report.pdf.
 See FRC’s Cutting Clutter initiative, available at: https://www.frc.org.uk/Our-Work/Codes-Standards/Accounting-and-Reporting-Policy/Cutting-Clutter.aspx
 Ernst & Young LLP, Disclosure Effectiveness: What companies can do now (Oct. 2014), available at: http://www.ey.com/Publication/vwLUAssets/EY-disclosure-effectiveness-what-companies-can-do-now/$FILE/EY-disclosure-effectiveness-what-companies-can-do-now.pdf.
 Financial Executives Research Foundation and Ernst & Young LLP, Disclosure Effectiveness: Companies embrace a call to action (Oct. 2015), available at: http://www.ey.com/Publication/vwLUAssets/EY-disclosure-effectiveness-report/$FILE/EY-disclosure-effectiveness-report.pdf.
 Martin Lipton, Legal & General Calls for End to Quarterly Reporting, Harvard Law School Forum on Corporate Governance and Financial Regulation (August 19, 2015), available at: http://corpgov.law.harvard.edu/2015/08/19/legal-general-calls-for-end-to-quarterly-reporting.
 Mark Roe and Robert Pozen, Those Short-Sighted Attacks on Quarterly Earnings, available at: http://corpgov.law.harvard.edu/2015/10/08/those-short-sighted-attacks-on-quarterly-earnings.
 The transcript of the Committee’s meeting is available at: http://www.sec.gov/info/smallbus/acsec/acsec-transcript-092315.pdf.