Towards a General Framework for a Common Definition of “Securities”: Financial Markets Regulation in Multilingual Contexts

Abstract

The article aims at providing a linguistic and comparative perspective on financial markets governance by investigating the meanings and legal categories underlying the term “securities” in a multilingual society. It first illustrates how the term “securities” is not a straightforward legal concept and requires clear definition – both at the national and transnational levels – to limit regulatory arbitrage and forum shopping phenomena that might endanger investor protection and financial stability. Subsequently, moving from the economic function of securities, the article analyses the legal techniques adopted to define the term “securities” in the United States and in selected European countries, with particular attention to France, Italy and the United Kingdom. The legal and linguistic comparison reveals hidden similarities, converging towards a common a set of shared components related to the concepts of investment, negotiability and value. Notwithstanding this common core, several discrepancies emerge when finally the study focuses on the application of EU securities law and on the legal standardisation efforts carried out by the International Organization of Securities Commissions (IOSCO). The article points out that in a globalised and multilingual society, the meanings attributed to the term “securities” have a crucial impact on the overall soundness of the financial system. Furthermore any attempt to reach a common legal definition of the term must consider the implicit cognitive processes, embedded in language, that are necessary to interpret and apply securities law in different legal contexts.