Shareholder Litigation and Corporate Disclosure: Evidence from Derivative Lawsuits
利用美国各州逐步采纳通用需求法（UD laws）的差异，研究发现当衍生诉讼更难提起时，企业会显著增加信息披露，包括发布更多盈利预测和自愿性8-K文件，并延长管理层讨论与分析（MD&A）的篇幅。
ABSTRACT Using the staggered adoption of universal demand (UD) laws in the United States, we study the effect of shareholder litigation risk on corporate disclosure. We find that disclosure significantly increases after UD laws make it more difficult to file derivative lawsuits. Specifically, firms issue more earnings forecasts and voluntary 8‐K filings, and increase the length of management discussion and analysis (MD&A) in their 10‐K filings. We further assess the direct and indirect channels through which UD laws affect firms' disclosure policies. We find that the effect of UD laws on corporate disclosure is driven by firms facing relatively higher ex ante derivative litigation risk and higher operating uncertainty, as well as firms for which shareholder litigation is a more important mechanism to discipline managers.