The securities laws have permitted hundreds of firms to exit the mandatory disclosure system even though these firms’ shares continue to be publicly traded and may be held by thousands of investors. Such exiting firms are said to “go dark” because they subsequently tend to provide little information to public investors. This Article describes the going-dark phenomenon and considers its implications for the longstanding debate over the desirability of mandatory disclosure. The Article also puts forward a new approach to regulating firms seeking to go dark: giving public shareholders a veto right over exit from mandatory disclosure.
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