This article examines the impact that the internationalization of fina
nce has had on the regulation of domestic securities markets in Japan
and Britain. In particular, it seeks to explain the apparent incompati
bility of two distinct trends: deregulation (and state retreat) on the
one hand, and increased regulation and state involvement in markets o
n the other. Much of the literature about the effects of international
ization on domestic policymaking has difficulty explaining these two d
istinct regulatory trends. First, there has been no uniform ''competit
ion in regulatory laxity.'' Second, the United States does not appear
to have exerted hegemonic influence over outcomes. Finally, domestic-l
evel explanations which deny the importance of systemic-level influenc
es on domestic policy choices are unable to explain the similarity of
policy choices undertaken by governments with very different regulator
y traditions. I argue instead that regulatory reforms have been undert
aken primarily for the benefit of a particular set of private economic
actors-mobile consumers of financial services, including both holders
of liquid investment capital and large multinational borrowers. Inter
nationalization has systematically strengthened their influence over t
he policymaking process by making ''exit'' from one political marketpl
ace to another a more realistic and more potent bargaining strategy th
an the alternative of exercising ''voice.''