It is widely recognised that disclosure-based regulation is useful for developed securities markets where dominant investors are sophisticated, regulators are experienced, and market infrastructures are improved. The disclosure philosophy proves unworkable absent an environment conducive to a level playing field for the players in the market for initial public offerings. In the market economy age, the regulators of many emerging and pre-emerging securities markets have been importing this regulatory philosophy without any study being conducted on the usefulness of the new regime. As a result, savers are putting their savings into banks, leaving corporations more dependent on loan capital than on equity in developing countries. This article draws on the contemporary experience of the Bangladesh securities market, and argues that a wholesale borrowing of disclosure regime by developing nations striving to establish a vibrant capital market is not an apt policy. Concluding remarks suggest that an effective disclosure regime requires a certain level of structural and infrastructural development of the market, and that a particular securities market should follow a paternalistic merit regulation until the attainment of that progress.