Abstract
Rule l0b-5 of the 1934 Securities and Exchange Act allows investors to sue firms for misrepresentation or omission. Since firms are principal-agent contracts between owners - contract designers - and privately informed managers, owners are the ultimate firms' voluntary disclosure strategists. We analyze voluntary disclosure equilibrium in a game with two types of owners: expected liquidating dividends motivated (VMO) and expected price motivated (PMO). We find that Rule l0b-5: (i) does not deter misrepresentation and may suppress voluntary disclosure or, (ii) induces some firms to adopt a partial disclosure policy of disclosing only bad news or only good news.
Original language | English |
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Pages (from-to) | 309-357 |
Number of pages | 49 |
Journal | Journal of Financial Markets |
Volume | 4 |
Issue number | 4 |
DOIs | |
State | Published - 1 Oct 2001 |
Keywords
- D82
- Disclosure
- G10
- G30
- Incentives
- K22
- Noisy rational expectations equilibrium
- Principal-agent contracts
- Rule l0b-5
ASJC Scopus subject areas
- Finance
- Economics and Econometrics