1127. Jesse M. Fried. Should Directors Control Reporting Frequency?

This essay considers whether regulators should let directors control a public
firm’s reporting frequency. It is prompted by the May 2026 SEC proposal to
permit directors of domestic issuers to file financial reports semiannually rather
than quarterly. I show that directors of non-controlled firms may cut reporting
frequency even when it makes investors worse off: they reap the same benefits
pro rata but bear little if any of the costs. In fact, some investor costs translate
into director benefits. In controlled firms the distortion is worse. Public investors
should therefore have to approve any reduction. But at IPO a firm should be free
to choose the reporting frequency it prefers, potentially subject to safeguards.
Keywords: mandatory disclosure, quarterly reporting, semiannual reporting, SEC, agency
costs, directors, public investors, controlling stockholder

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