In China, listed companies are choosing to disclose more voluntary information to securities investors while complying with the mandatory information disclosure obligations. The CSRC and stock exchanges have incrementally formulated rules regulating voluntary information disclosure. In 2019, China’s Securities Law finally codified the voluntary information disclosure regulatory system. The voluntary information disclosure by listed companies is regulated at the national level for the first time. However, its enforcement relies on a reputational sanction mechanism instead of the traditional public enforcement (administrative penalty) and private enforcement (civil litigation) tools. The regulators are empowered to impose reputational sanctions such as public criticisms to discipline listed companies which voluntarily provide information impactful to share prices.
This article analyzes China’s streamlined voluntary information disclosure regulatory system from a reputational sanction perspective. Based on comparative and empirical analyses, it argues that China should prioritize the application of “price sensitivity test” while using “investor decision test” as a supplementary standard of “materiality”. Clear quantitative standards for catering to “market hotspots” speculation should be established. The statutory grounds for waiving reputational sanctions should be refined, incorporating exemption situations created by regulators. The application of “safe harbor” rules should be extended from civil compensation to reputational sanctions. Listed companies that make voluntary information disclosures according to their articles of association’s internal code should be exempted from reputational sanctions.