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Financial Regulation in Hong Kong: Time for a Change

Published online by Cambridge University Press:  16 April 2015

Douglas W. Arner ,
Berry F.C. Hsu  and
Antonio M. Da Roza
Douglas W. Arner
Affiliation:
University of Hong Kong
Berry F.C. Hsu
Affiliation:
University of Hong Kong
Antonio M. Da Roza
Affiliation:
University of Hong Kong
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Abstract

The global financial system experienced its first systemic crisis since the 1930s in autumn 2008, with the failure of major financial institutions in the United States and Europe and the seizure of global credit markets. Although Hong Kong was not at the epicentre of this crisis, it was nonetheless affected. Following an overview of Hong Kong's existing financial regulatory framework, the article discusses the global financial crisis and its impact in Hong Kong, as well as regulatory responses to date. From this basis, the article discusses recommendations for reforms in Hong Kong to address weaknesses highlighted by the crisis, focusing on issues relating to Lehman Brothers “Minibonds.” The article concludes by looking forward, recommending that the crisis be taken not only as the catalyst to resolve existing weaknesses but also to strengthen and enhance Hong Kong's role and competitiveness as China's premier international financial centre.

Keywords

global financial crisisfinancial regulationfinancial regulatory structureHong Kong
Type
Research Article
Information
Asian Journal of Comparative Law , Volume 5 , 2010 , pp. 1 - 47
Copyright
Copyright © Faculty of Law, National University of Singapore 2010

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References

1 For detailed discussion, see Arner, D., “The Global Credit Crisis of 2008: Causes and Consequences” (2009) 43 Int'l Law. 91 Google Scholar; Arner, D., Lejot, P. & Schou-Zibell, L., “The Global Credit Crisis and Securitisation in East Asia” (2008) 3 Capital Markets Law Journal 291 CrossRefGoogle Scholar.

2 For a detailed discussion of Hong Kong's financial regulatory system, see Hsu, B. et al., Financial Markets in Hong Kong: Law and Practice (Oxford University Press, 2006)Google Scholar.

3 For a discussion of financial regulatory structure, see Arner, D. & Lin, J. eds., Financial Regulation – A Guide to Structural Reform (Sweet & Maxwell, 2003)Google Scholar.

4 Financial Reporting Council Ordinance, Cap. 588, Laws of Hong Kong.

5 Cap. 32, Laws of Hong Kong. The Companies Ordinance is currently in the midst of a major review and revision exercise under the remit of the FSTB and the Standing Committee on Company Law Reform (SCCLR), online: <www.cr.gov.hk/en/standing/index.htm; www.fstb.gov.hk/fsb/co_rewrite/eng/home/home.htm>.

6 Deposit Protection Scheme Ordinance, Cap. 581, Laws of Hong Kong.

7 Prevention of Bribery Ordinance, Cap. 201, Laws of Hong Kong.

8 Consumer Council Ordinance, Cap. 216, Laws of Hong Kong.

9 HKSAR Chief Executive, Responsibilities of the Financial Secretary and the Secretary for Financial Services and the Treasury (27 June 2003); Financial Secretary, Policy Objectives in Financial Affairs and Public Finance (27 June 2003).

10 Cap. 155, Laws of Hong Kong.

11 Cap. 66, Laws of Hong Kong.

12 Cap. 19, Laws of Hong Kong.

13 For detailed discussion, see Hsu et al., supra note 2, c. 2.

14 Hong Kong Association of Banks Ordinance, Cap. 364, Laws of Hong Kong.

15 See HKSAR Chief Executive, supra note 9.

16 Banking Ordinance, s. 7(1).

17 Exchange Fund Ordinance, ss. 3(1) & 3(1A).

18 The Exchange Fund was created by the Currency Ordinance of 1935, later renamed as the Exchange Fund Ordinance.

19 Banking Ordinance, s. 2.

20 Cap. 163, Laws of Hong Kong.

21 Available online: <http://www.hkab.org.hk/PDF/rules_guidelines/code_e_2008.doc>.

22 See generally Securities Review Committee, The Operation and Regulation of the Hong Kong Securities Industry: Report of the Securities Review Committee (Hong Kong Government, 1988) [Davison Report].

23 See Hsu et al., supra note 2, c. 1.

24 Cap. 24 (now repealed).

25 Securities and Futures Ordinance, s. 5(1).

26 Securities and Futures Ordinance, s. 4.

27 Securities and Futures Ordinance, s. 6.

28 Cap. 571AE, Laws of Hong Kong.

29 Securities and Futures Ordinance, s. 5(1)(b).

30 Cap. 41, Laws of Hong Kong.

31 Insurance Companies Ordinance, s. 4A.

32 See SFC & Insurance Authority, Memorandum of Understanding between Securities and Futures Commission and Insurance Authority (20 December 2005).

33 Available online: <http://www.hkfi.org.hk/en_tips_customer_conduct.htm>.

34 Cap. 485, Laws of Hong Kong.

35 Cap. 426, Laws of Hong Kong.

36 Mandatory Provident Fund Schemes Authority Ordinance, s. 6E.

37 Council of Financial Regulators Terms of Reference.

38 Financial Stability Committee Terms of Reference.

39 Financial Secretary, Letter from the Financial Secretary to the Monetary Authority, Functions and Responsibilities in Monetary and Financial Affairs and Monetary Policy Objective (27 June 2003); HKMA & SFC, Memorandum of Understanding on Cooperation in respect of Supervision of Entities in Financial Groups (23 October 1995); SFC & HKMA, Memorandum of Understanding between the Securities and Futures Commission and the Hong Kong Monetary Authority (12 December 2002) [SFC-HKMA MoU]; SFC & HKMA, Memorandum of Understanding between the Securities and Futures Commission and the Hong Kong Monetary Authority (4 November 2005) (concerning the new oversight regime under the Clearing and Settlement Systems Ordinance); HKMA & OCI, Memorandum of Understanding between the Monetary Authority and the Insurance Authority (19 September 2003); HKMA & FRC, Memorandum of Understanding between Hong Kong Monetary Authority and Financial Reporting Council (19 November 2007); HKDPB, SFC & ICC, Memorandum of Understanding between the Hong Kong Deposit Protection Board, Securities and Futures Commission and Investor Compensation Company Limited (8 July 2008); SFC & Insurance Authority, Memorandum of Understanding between Securities and Futures Commission and Insurance Authority (20 December 2005); SFC & MPFA, Memorandum of Understanding concerning the Regulation of Mandatory Provident Fund Products (23 April 2003) (replacing an earlier MoU from June 1999); SFC & FRC, Memorandum of Understanding between the Securities and Futures Commission and the Financial Reporting Council (12 November 2007); SFC & HKEx, Memorandum of Understanding on matters relating to: SFC Oversight, Supervision of Exchange Participants, Market Surveillance (20 February 2001); SFC, HKEx & SEHK, Memorandum of Understanding for the Listing of Hong Kong Exchanges and Clearing Limited on the Stock Exchange of Hong Kong between Securities and Futures Commission, Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong (22 August 2001); SFC & SEHK, Memorandum of Understanding Governing Listing Matters (28 January 2003); SFC & HKEx, Agreed Interpretation of Terms in the MoU [22 August 2001] for the Purposes of the Commencement of the SFO (11 April 2003); MPFA & Insurance Authority, Memorandum of Understanding between the Mandatory Provident Fund Schemes Authority and the Insurance Authority (20 April 2004); Insurance Authority & FRC, Memorandum of Understanding between the Insurance Authority and the Financial Reporting Council (19 December 2007); Monetary Authority, Insurance Authority, SFC & MPFA, Memorandum of Understanding concerning the Regulation of MPF Intermediaries (1 January 2004) (replacing an earlier MoU from October 1999); SEHK & FRC, Memorandum of Understanding between the Stock Exchange of Hong Kong and the Financial Reporting Council (27 December 2007); HKICPA & FRC, Memorandum of Understanding between the Hong Kong Institute of Certified Public Accountants and the Financial Reporting Council (20 February 2008).

40 For a full discussion, see Hsu et al., supra note 2.

41 Ibid. at 31.

42 IMF, People's Republic of China Hong Kong Special Administrative Region: Financial Stability Assessment (27 June 2003).

43 For a detailed discussion, see Arner, D., Financial Stability, Economic Growth and the Role of Law (New York: Cambridge University Press, 2007), c. 2CrossRefGoogle Scholar.

44 Securities and Futures Ordinance, s. 23.

45 The Securities and Futures (Stock Market Listing) Rules came into effect on 1 April 2003, the same time as the Securities and Futures Ordinance.

46 See Securities and Futures (Stock Market Listing) Rules, rules 3 & 5, concerning listing applications and other disclosures to the public.

47 Securities and Futures (StockMarket Listing) Rules, s. 384.

48 Report by the Expert Group to Review the Operation of the Securities and Futures Market Regulatory Structure (March 2003) [Expert Report].

49 Ibid. at 13, 45 and 55.

50 Securities and Futures Commission, “A consultation paper on proposed amendments to the Securities and Futures (Stock Market Listing) Rules” (January 2005); Financial Services and the Treasury Bureau, “Consultation paper on proposed amendments to the Securities and Futures Ordinance to give statutory backing to major listing requirements” (January 2005).

51 Carse, D., Review of the Hong Kong Monetary Authority's Work on Banking Stability (July 2008) [Carse Report]Google Scholar.

52 Ibid. at iv-v.

53 Ibid. at 51.

54 Ibid. at 15.

55 Ibid. at 2.

56 Securities and Futures Commission, Issues Raised by the Lehman Minibonds Crisis: Report to the Financial Secretary (December 2008) [SFC Report].

57 Hong Kong Monetary Authority, Report of the Hong Kong Monetary Authority on Issues Concerning the Distribution of Structured Products Connected to Lehman Group Companies (December 2008) [HKMA Report].

58 For further discussion, see Lejot, P., “Dictum non meum pactum: Lehman's minibond transactions,” (2009) 38 Hong Kong L.J. 585 Google Scholar.

59 Commonly referred to as an orphan SPV, that is not owned by or legally controlled by the person whose special purpose it has been established – while at the same time, that person should be able to rely upon the fact that, in practice, the SPV will carry out the transaction or transactions into which it is expected to enter in a manner which is predictable.

60 “Retail” means buyers of financial instruments who are not professional investors or intermediaries and whose participation in any single issue is modest. They may be intelligent, clear-sighted and accustomed to buying and selling any such instruments but could not reasonably be seen as sophisticated.

61 SFC report, supra note 56, s. 13 (“Impact of failure of Lehman Brothers Holdings Inc. on Hong Kong Investors”); HKMA report, supra note 57, s. 2 (“Lehman structured products”).

62 Lehman Brothers subsidiaries were licensed by the SFC in corporate finance and securities advisory, and securities and futures dealing. No Lehman Brothers company has held a Hong Kong banking license. Lehman Brothers did not directly market or sell Minibonds to Hong Kong buyers although members of its staff may have assisted the sales process conducted by distributors.

63 Lehman paid its distributors fees of as much as 5% of Minibond sale proceeds.

64 Claims against distributors for mis-selling could also suggest misrepresentation or fraudulent mistake in contract formation, and infractions arising from failure to meet regulatory compliance requirements, e.g. in ensuring that sales staff are properly acquainted with the terms of complex financial products. The HKMA and SFC indicate that over 95% of complaints together received from Minibond holders allege point of sale mis-selling by distributors. SFC report, supra note 56 & later HKMA & SFC notices, available online: <http://www.info.gov.hk/hkma/eng/press/category_f.htm>.

65 A leading banking misrepresentation case, Peekay Intermark Limited & Another v. Australia and New Zealand Banking Group Ltd [2005] EWHC 830 (Comm)Google Scholar, [2006] EWCA Civ 386, showed confusion in both arranger and buyer as to the terms and design of structured notes.

66 This concern was raised in the context of other Hong Kong retail-targeted instruments: see Lejot, P., “Cover up! Hong Kong's Regulation of Exchange-traded Warrants,” (2006) 36 Hong Kong L.J. 277 Google Scholar. It would apply also to complex option-based contracts known as accumulators in the context of CITIC Pacific.

67 Separate issues arranged by another bank in Hong Kong used Lehman Brothers as a reference entity.

68 HKMA Report, supra note 57, s. 7 (“Overseas practices”).

69 SFC Report, supra note 56, s. 8 (“Regime for authorising product documentation”) & s. 10 (“Conduct requirements for persons that sell products to the Hong Kong public”); HKMA report, supra note 57, s. 3 (“Policies and regulations governing the sale of Lehman structured products”).

70 SFC, “Sun Hung Kai Investment Services Ltd agrees with SFC to repurchase Minibonds from its clients at original value”, SFC Enforcement News (22 January 2009)Google Scholar.

71 For detailed discussion, see Arner, supra note 1.

72 Financial Stability Forum, Report of the Financial Stability Forum on Enhancing Market and Institutional Resilience (7 April 2008).

73 Financial Stability Forum, Report of the Financial Stability Forum on Enhancing Market and Institutional Resilience: Follow-up on Implementation (10 October 2008)Google Scholar.

74 G-20, Declaration: Summit on Financial Markets and the World Economy, Washington D.C. (15 November 2008).

75 G-7 Finance Ministers and Central Bank Governors, Plan of Action, Washington D.C. (10 October 2008).

76 15 October 2008.

77 See online: <http://www.fso.gov.hk/tfec/eng/index.html>.

78 FSTB, “Action Plan on Recommendations in the Reports Prepared by the Hong Kong Monetary Authority and the Securities and Futures Commission on the Lehman Brothers Minibonds Incident”, CB(1)678/08-09(03) (2 February 2009)Google Scholar.

79 See Arner, supra note 43.

80 See generally ibid. For an alternate view of systemic risk, see Schwarcz, S., “Systemic Risk” (2008) 97 Georgetown L.J. 193 Google Scholar.

81 Greenspan, A., “Testimony of Dr. Alan Greenspan,” Hearing on the Financial Crisis and the Role of Federal Regulators, House Committee of Government Oversight and Reform (23 October 2008)Google Scholar.

82 See Arner, Lejot & Schou-Zibell, supra note 1.

83 See Arner, supra note 43.

84 IMF/FSTB, “IMF commends Government's decisive actions to bolster financial stability.” IMF/FSTB Press Release (9 December 2008)Google Scholar.

85 SFC, Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (May 2006).

86 The SFC under Securities and Futures Ordinance, Parts VIII & IX, SFO; the HKMA under the Banking Ordinance. See also SFC-HKMA MoU, supra note 39.

87 Under Securities and Futures Ordinance, s. 180.

88 SFC Report, supra note 56.

89 HKMA Report, supra note 57.

90 Ibid., Recommendation 4.

91 Ibid., Recommendation 9.

92 See section V infra. for a full discussion of issues relating to regulatory structure.

93 SFC Report, supra note 56 at para. 21.3.

94 HKMA Report, supra note 57, Recommendation 10.

95 Ibid., Recommendation 11.

96 SFC Report, supra note 56 at para. 22.5.

97 SFC, Consultation Paper on Proposals to Enhance Protection for the Investing Public (September 2009), Part III.

98 Ibid., Recommendations 1 & 2.

99 SFC Report, supra note 56 at paras. 24.9.1 and 24.9.2.

100 Ibid. at paras. 25.5.1 and 25.5.2.

101 Ibid. at paras. 25.6.1 and 25.6.2.

102 HKMA Report, supra note 57, Recommendation 5.

103 Ibid., Recommendation 6.

104 SFC Report, supra note 56 at para. 26.6.

105 Ibid. at paras. 26.6.1 and 26.6.2.

106 SFC Consultation Paper, supra note 97, Part II.

107 HKMA Report, supra note 57, Recommendation 8.

108 Ibid. at para. 28.7.

109 HKMA Report, supra note 57, Recommendation 3.

110 SFC Report, supra note 56, at para. 38.4.

111 FSTB, “Consultation Paper: Proposed Establishment of an Investor Education Council and a Financial Dispute Resolution Centre” (9 February 2010)Google Scholar.

112 Ibid. at para. 27.3.1.

113 Ibid. at para. 27.3.2.

114 SFC Consultation Paper, supra note 97, Parts II & III.

115 Ibid. at para. 27.4.

116 HKMA Report, supra note 57, Recommendation 14.

117 SFC Report, supra note 56 at para. 29.7.

118 SFC Consultation Paper, supra note 97, Part III.

119 Ibid. at para. 34.3.

120 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, OJ L 145, 30.4.2004.

121 SFC Report, supra note 56 at para. 39.4.2.

122 Ibid. at para. 40.7.

123 HKMA Report, supra note 57, Recommendation 19.

124 “Singapore ruling on minibonds brings HK hope”, South China Morning Post (17 December 2009)Google Scholar.

125 “Talks on US legal obstacle to buy-back of minibonds”, South China Morning Post (28 November 2008)Google Scholar; “Minibond deal raises pressure for more refunds”, South China Morning Post (24 January 2009)Google Scholar.

126 FSTB, supra note 111.

127 “Illiterate minibond investor files writ”, South China Morning Post (4 December 2008)Google Scholar; “Tribunal adjourns 12 cases relating to minibonds”, South China Morning Post (29 December 2008)Google Scholar; “Two women sue bank over minibond losses”, South China Morning Post (11 January 2009)Google Scholar.

128 For further in respect of representative actions, see Rules of the High Court, Order 15, Rule 12.

129 HKIAC, Press Release (31 October 2008).

130 “60 investors get HK$30m from banks on minibonds”, South China Morning Post (10 December 2008).

131 These issues are discussed extensively in the IMF's 2003 review, supra note 47. For general discussion, see Arner, supra note 43.

132 See SFC Report, supra note 56; HKMA Report, supra note 57.

133 An analysis of such issues was not requested in the context of the SFC and HKMA reports on Lehman Brothers Minibonds.

134 As noted above, the Carse Report, supra note 51 at 51, recommends the need for a review of the system.

135 For discussion of deposit insurance, see R. Lastra & D. Arner, “Comparative Aspects of Depositor Protection Schemes”, in Arner & Lin, supra note 3.

136 HKDPB, “Consultation on the Review of the Deposit Protection Scheme” (April 2009)Google Scholar; “Consultation Paper: Strengthening the Operation of the Deposit Protection Scheme” (August 2009).

137 A similar structure has been adopted in the United Kingdom under the Financial Services & Markets Act 2000 Google ScholarPubMed. At the same time however Hong Kong's DPS does not suffer from the same delayed payout and shared losses systems which made the UK system particularly problematic in the context of Northern Rock.

138 For development of this argument, see Arner, D. & Norton, J., “Building a Framework to Address Failure of Complex Global Financial Institutions” (2009) 39 Hong Kong L.J. 95 Google Scholar.

139 The Carse Report also makes this recommendation, see supra note 51 at 1 and 10.

140 See Goodstadt, L., Profits, Politics and Panics – Hong Kong's Banks and the Making of a Miracle Economy, 1935-1985 (Hong Kong: HKU Press, 2008)Google Scholar.

141 See, e.g., Mandatory Provident Fund Schemes (General) Regulation, Cap. 485A, Laws of Hong Kong, s. 37(2); Securities & Futures (Insurance) Rules, Cap. 571AI, Laws of Hong Kong, ss. 4 & 5; Trustee Ordinance, Cap. 29, Laws of Hong Kong, sch. 2.

142 See, e.g., Mandatory Provident Fund Schemes (General) Regulation, ss. 68 & 71; Inland Revenue Ordinance, Cap. 112, Laws of Hong Kong, s. 14A; Securities & Futures (Financial Resources) Rules, Cap. 471N, Laws of Hong Kong, s. 58 (“Financial Resources Rules”).

143 Insurance Companies (General Business) (Valuation) Regulation, Cap. 41G, Laws of Hong Kong, s. 4.

144 See e.g., Banking (Capital) Rules, Cap. 155L, Laws of Hong Kong (“Capital Rules”).

145 SFC Consultation Paper, supra note 97, Part II.

146 Financial Resources Rules, s. 58.

147 Mandatory Provident Fund Schemes (General) Regulation, s. 2.

148 Sch. 2.

149 Inland Revenue Ordinance, s. 14A; Banking Ordinance, s. 4; Capital Rules.

150 See HKMA, Supervisory Policy Manual: Supervisory Review Process, CA-G-5, Annex A; Recognition of External Credit Assessment Institutions.

151 Ibid.

152 Basic Law, Art. 109 states that the “Government […] shall provide an appropriate economic and legal environment for the maintenance of the status of Hong Kong as an international financial centre.”

153 See Z/Yen Group Ltd., The Global Financial Centres Index, available in summary, online: <www.cityoflondon.gov.uk/economicresearch>.

154 FSTB, “Action Plan on Recommendations in the Reports Prepared by the Hong Kong Monetary Authority and the Securities and Futures Commission on the Lehman Brothers Minibonds Incident”, CB(1)678/08-09(03), (2 February 2009)Google Scholar.

155 See e.g., Jackson, H. & Roe, M., “Public Enforcement of Securities Laws: Resource-Based Evidence,” J. Fin'l Economics (forthcoming 2009)CrossRefGoogle Scholar.

156 For discussion in the context of East Asia, see Arner, D., Lejot, P. & Wang, W., “Assessing East Asian Financial Cooperation and Integration” (2010) 12 S.Y.B.I.L. 1 Google Scholar.

157 For discussion, see Kiff, J. et al., “Credit Derivatives: Systemic Risks and Policy Options”, IMF Working Paper WP/09/254 (November 2009)Google Scholar.

158 For detailed discussion, see Arner & Lin, supra note 3.

159 For detailed discussion of major models and their implementation in various jurisdictions, see ibid. This analytical division is generally used outside the United States and by the IMF. For an alternative framework of analysis (adopted in the United States), see G-30, The Structure of Financial Supervision: Approaches and Challenges in a Global Marketplace (October 2008). Under the G-30/U.S. framework, there are also four models: (1) functional; (2) institutional; (3) twin peaks; and (4) integrated. Under this framework, the “functional” model is largely equivalent to the more generally used “sectoral” model. The “functional” model is largely equivalent to the more generally used “institutional” model. The “integrated” and “twin peaks” model (discussed further below) are equivalent in both the U.S./G-30 and international/IMF formulations. The G-30/U.S. framework does not have an equivalent to the international/IMF “functional” approach. To further complicate matters, in its recent review of regulatory reform options, the U.S. Treasury suggested there are four main options: (1) institutionally based functional regulation (the current U.S. model); (2) activities based functional regulation (a model based on regulators assigned specific functions within the financial system); (3) consolidated regulation (the model in the United Kingdom); and (4) objectives based regulation (the model in Australia). See U.S. Department of the Treasury, Blueprint for a Modernized Financial Regulatory Structure (March 2008) [U.S. Treasury Blueprint] at 138-42Google Scholar. As a result, terminology and understanding the definition of that terminology used is of significant importance in this context.

160 In the United Kingdom and Japan, the FSA is a separate agency from the central bank (Bank of England and Bank of Japan, respectively). In this structure, the central bank is responsible for monetary policy and financial stability, while the FSA is responsible for financial regulation. The United Kingdom has also adopted a single statutory framework for the FSA and financial regulation, the Financial Services and Markets Act 2000. In Japan, there are separate statutes dealing with individual financial sectors (banking, securities, insurance etc) but administered by the FSA. In Singapore, the MAS combines the roles of central bank and financial regulation. The statutory framework in Singapore comprises individual laws for each major sector, administered by the MAS.

161 China has the clearest example: People's Bank of China (central bank), China Banking Regulatory Commission (CBRC, responsible for banking regulation), China Securities Regulatory Commission (CSRC, responsible for securities regulation) and the China Insurance Regulatory Commission (CIRC, responsible for insurance regulation). In the Mainland, each regulator is established under and responsible for a separate statutory framework, with cross-sectoral activities generally prohibited, though increasingly being allowed especially between banks and securities activities. For fuller discussion, see Barth, J. et al. eds., Financial Restructuring and Reform in Post-WTO China (The Netherlands: Kluwer Law International, 2006)Google Scholar. The U.S. regulatory system is exceptionally complex and this complexity and resulting overlaps and gaps in jurisdiction are now regarded as significant in the subprime crisis. See U.S. Treasury Blueprint, supra note 159.

162 In Australia, the Reserve Bank of Australia (RBA) as the central bank is responsible for monetary policy and financial stability, the Australian Prudential Regulatory Agency (APRA) is responsible for regulating the safety and soundness of all significant financial institutions, the Australian Securities and Investments Commission is responsible for market conduct and financial product regulation, and the Australian Competition Commission is responsible for competition/antitrust.

163 See Taylor, M., Twin Peaks: A Regulatory Structure for the New Century (London: Centre for the Study of Financial Innovation, 1995)Google Scholar.

164 See U.S. Treasury Blueprint, supra note 159.

165 For a full discussion of financial structure, see Arner, supra note 43.