Introduction

• Author: Stephanie Tsacoumis
• Profession: Recognized securities law practitioner and professor at Georgetown Law Center
• Pages: 1-5

1

Chapter1

Introduction

“Sunlight is said to be the best of disinfectants.”

—Louis Brandeis

U.S. capital markets are considered the deepest and the most liquid

in the world. U.S. total market capitalization— the total value of all

shares listed on U.S. stock exchanges— exceeded $30 trillion in 2018

and accounted for over 40% of worldwide market capitalization. The

U.S. corporate bond market is the largest in the world. From 2012

through 2018, initial public offerings in the United States by over

1,200 companies created over $330 billion in publicly traded equity.

U.S. companies rely on the capital markets for a greater portion of

their total funding, and on the debt capital markets for a greater

portion of their credit nancing, than do companies in Europe or

Asia. In short, U.S. capital markets play a critical role in both the U.S.

and global economy.

The Securities Act of 1933 was enacted “to provide full and fair disclosure

of... securities... and to prevent frauds in the sale thereof.”

The Securities Exchange Act of 1934 created the Securities and Exchange

Commission and, among other things, imposes ongoing disclosure obliga-

tions on companies subject to its requirements.