Law Commons^™

Rule 10b-5 And The Corporation’S Affirmative Duty To Disclose, Jeffrey D. Bauman

Georgetown Law Faculty Publications and Other Works

In order to make responsible investment decisions investors must be adequately informed. In this article Professor Bauman argues that the existing disclosure requirements of the federal securities laws do not meet the informational needs of investors because there is no affirmative duty to disclose all material information. In order to fill this substantial gap in the existing disclosure scheme, Professor Bauman argues that rule lob-5 should be read to require prompt disclosure of all material information subject only to limited exceptions and should be applicable even in the absence of trading or prior inaccurate disclosure.