Gatekeepers are intermediaries who pledge their reputation to protect investors, and thus to regulate the capital markets. These independent professionals, including outside accountants, auditors, underwriters, investment banks, rating agencies, securities analysts, stock exchanges, mutual funds, attorneys and lawyers, assess, verify and certify the corporate issuer’s disclosures to prevent fraud.

If they withhold their consent, approval, or rating, they can deny access to capital markets and block admission through the gate. Many financial scandals in the late 1990s and early 2000s have underlined the relative ineffectiveness of some gatekeepers. Despite improvements, such as Sarbanes Oxley Act of 2002, legal duties and legal liability faced by gate-keepers need reforms.