In US Disclosure, fiduciary duty, and federal security law mandates law. The
Federal security law provides many disclosure rules including 1933 Act regulation the
sale of securities to investors and requires that whenever securities are sold to the
public a full disclosure document is filed with the SEC and made available for the
interest of the shareholder to monitor. It can be seen that UK and US believe in
market oriented and emphasis in market transparency because they believe that it is
the key to increase the efficiency of the market. In UK, the Cadbury report
(Committee on the Financial Aspects of Corporate Governance, 1992) also give an
emphasis on market mechanism and it also hesitates to regulate the company as been
written in the report that