Definition and Elements of “Materiality of Information” Under Stock Market Corporations' Obligation to Disclose Information; A Comparative Study of Iran, U.S. and E.U. Legal Systems

A fundamental principle of capital market law is issuers’ duty to disclose information with the aim of protecting investors by giving them the opportunity to make deliberate decisions. As mere information disclosure, of any quality or quantity, does not attract investors’ attention, particular characteristics are to be considered. Among these characteristics, “Materiality” is of higher importance and worth studying with a comparative glance through laws, regulations and judicial precedent. Iranian laws have not focused on this filed but it seems that based on Disclosure Directive 2007, a onestep criterion exists to assess the materiality of information: “the impact on the price or investor’s decision”. But as it is evident in the two cases known as "TSC" and "BASIC" of America and the "Regulation on Market Abuse" of Europe, we should not be satisfied with this appearance, because this criterion is generic and presumptive, two pillars The other means "conventional investor's approach" and "conventional possibility of influencing investors' decision" is also hidden in it.