The International Dimension of Issuer Liability-Liability and Choice of Law from a Transatlantic Perspective

The worldwide integration of capital markets continues to make progress and has resulted in both issuers and investors being active in various markets on both sides of the Atlantic. In times of financial crisis, this brings one question to the centre of attention which has not been discussed exhaustively before: in the situation of securities liability to investors in an international context, which is the applicable law to the liability claim? The harmonization of private international law rules in Europe gives rise to new reflections on the problem of international issuer liability. In the United States, on the other hand, the Supreme Court has just ruled for the first time on matters relating to the international application of the US securities regulation, thereby overruling the settled case law of decades. This paper understands the role of issuer liability in a broader context as a 'corporate governance' device, and from this starting point, develops a new approach to the legal problem of cross-border securities liability. © The Authors 2011. Published by Oxford University Press. All rights reserved