Are Lengthy and Boilerplate Risk Factor Disclosures Inadequate? An Examination of Judicial and Regulatory Assessments of Risk Factor Language
69 Pages Posted: 9 May 2018 Last revised: 10 Dec 2019
Date Written: April 23, 2018
Although formal guidance instructs firms to avoid issuing lengthy and boilerplate risk factor disclosures, regulators and users of financial statements note these disclosures continue to be excessively long and boilerplate. The persistence of these characteristics is particularly surprising given that prior research finds firms disclosing lengthy and boilerplate risk factors experience negative capital market consequences. We investigate two potential sources of firms’ incentives to issue such disclosures by examining how judicial and regulatory assessments of firms’ risk factor disclosures correlate with measures of disclosure length and disclosure boilerplate. Our results suggest that lengthier and more boilerplate risk factor disclosures are less likely to be considered inadequate under judicial and regulatory review. Specifically, risk factors that are lengthier and less specific are less likely to be found inadequate by judges in shareholder securities lawsuits. In addition, more standardized risk factor disclosures are less likely to be targeted by an SEC comment letter during the SEC’s filing review process. Further analysis finds that when risk factor language is assessed as adequate in judicial review, industry peers borrow that language more frequently. Finally, we find that judicial assessments of risk factor disclosures prompt industry peers to lengthen their own risk factor disclosures regardless of whether the risk disclosure was deemed adequate or not.
Keywords: risk disclosure, boilerplate, litigation risk, securities lawsuits, SEC comment letters, disclosure regulation, text analysis, disclosure borrowing
JEL Classification: D8, G38, M4
Suggested Citation: Suggested Citation