Abstract

This dissertation includes two chapters that aim to understand how corporate disclosures are shaped by institutional forces from government and legal regimes. The first chapter examines whether firms adjust disclosure policies when their corporate information, stored by the government, becomes accessible to investors and competitors under the Freedom of Information Act (FOIA). I focus on federal contractors, whose detailed cost, pricing, and performance data routinely flow into government repositories. I argue that FOIA shapes contractors' disclosure incentives through two complementary channels. First, by enabling sophisticated investors to acquire firm-specific information from government records, FOIA widens information asymmetry among investors and strengthens the capital-market benefits of public disclosure. Second, by making operational details already observable to competitors, FOIA weakens the proprietary costs of disclosure. To identify these effects, I exploit the Supreme Court's ruling in Food Marketing Institute v. Argus Leader Media, which substantially curtailed external access to confidential business information under FOIA. Federal contractors significantly reduced management forecast provision following the ruling, with the effect concentrated among firms whose contracts contain more value-relevant information and that face greater FOIA-based information acquisition. Consistent with the capital-market-benefit channel, contractors' stock liquidity improved after the ruling. Consistent with the proprietary-cost channel, the disclosure reduction is sharper among firms facing greater competitive pressure. Collectively, the findings identify the government's role as an accessible information reservoir, distinct from its role as regulator, as a previously underappreciated force shaping corporate disclosure. In the second chapter (coauthored with Zachary Kaplan and Sheryl Zhang), we aim to shed light on a longstanding puzzle in financial reporting: why the Management Discussion and Analysis (MD&A) section of the 10-K, although intended to provide forward-looking information, contains mostly boilerplate discussion repeated from prior years, eliciting muted investor reactions. We exploit a recent court ruling, Macquarie Infrastructure v. Moab Partners, which heightened legal liability for omitting material information, to test whether litigation risk can make even highly repetitive MD&As informative. Using a difference-in-differences design, we show that post-ruling investors respond more positively to textual similarity in MD&A, consistent with repetition signaling positive prospects once concealing bad news is costlier. Additionally, post-ruling MD&A repetition better predicts future earnings and is more salient to investors, as textual revision has a greater association with tone. Cross-sectional tests show effects concentrate among firms facing more lenient external scrutiny and those with proprietary information. Overall, our findings suggest that shifting disclosure incentives can lead to more informative MD&As.

Committee Chair

Zachary Kaplan

Committee Members

Jared Jennings; Richard Frankel; Urooj Khan

Degree

Doctor of Philosophy (PhD)

Author's Department

Accounting

Author's School

Olin Business School

Document Type

Dissertation

Date of Award

7-28-2026

Language

English (en)

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Available for download on Thursday, July 27, 2028

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