An evaluation of investor protection in secondary securities markets

Abstract

This thesis discusses differences in countries' approaches to investor protection regulation and explores the reasons why they exist in the first place as well as why they are likely to persist. I first provide a framework that can explain the need for regulation in financial markets in general and secondary capital markets in particular. Next, taking the United Kingdom and Saudi Arabia as case studies, I present descriptive and stylised evidence on regulatory and institutional differences across countries with regards to private enforcement of regulatory duties. Differences in the institutional treatment of those entitled to the regulatory protection as well as what regulatory duties entail are evident. However, the two countries are similar in that they both provide for private enforcement of regulatory duties through a cause of action in tort. An important implication of this finding is that the level of protection provided is unlikely to converge globally, despite efforts to harmonies by the International Organization of Securities Commissions (IOSCO). Convergence of the legal protection provided for investors is also unlikely due to persistent differences in tort law around the world. Given an ostensibly strong need for appropriate level of protection for investors, I propose a different way forward that does not require convergence of substantive regulation and enforcement across countries.