Securities Law Expertise and Corporate Disclosure
研究了证券律师在SEC意见函中扮演的角色,发现他们既会抵制披露要求(辩护者角色),也会提升后续年报可读性和减少未来重述(守门人角色),角色取决于专有成本和问询复杂性。
ABSTRACT We examine whether securities lawyers involved in SEC comment letter inquiries act as client advocates by resisting disclosure changes or as gatekeepers by encouraging disclosure transparency. Consistent with an advocacy role, we find that securities lawyers' involvement in SEC comment letters is associated with resisting disclosure inquiries through redacting information from filings and issuing fewer amendments to previous disclosures. Our evidence also supports the view that the role of securities lawyers extends beyond the specific inquiry; their involvement is associated with improved readability and more cautionary language in the subsequent 10-K, and fewer future restatements and comment letters. Last, we find that securities lawyers serve more of an advocacy role when proprietary costs are high and when the inquiry involves a possible amendment, but more of a gatekeeper role when an inquiry is more complex. JEL Classifications: M41