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Applied and bridge studies study record
Decision Accounting & recordsField 17 and Securities Law: Discoverability, Admissions, and the Welfare-Disclosure Safe Harbor
STATUS · Manuscript in progressSSRN · Not yet posted
MECHANISM
Identify the incentive structure and the condition that would falsify the claim.
RULE CHANGE
Read the intervention only after the paper shows how the current payoff space fails to support system welfare.
READER USE
Use the summary to see where private gain creates system exposure, then check the study record.
Contribution — what this adds to the conversation
the paper provides a framework for evaluating the legal risks, but it does not provide a definitive answer to the adoption question. Firms considering adoption of the DA framework should: 1. Conduct a legal audit of their existing disclosure obligations and litigation exposure
WHAT'S NEW · Field 17 records acknowledging negative system-welfare impact are structurally exposed to securities fraud discovery. The PSLRA forward-looking statement safe harbor likely does not protect Field 17 records. Attorney-client and work-product privilege provide limited protection and are subject to waiver. Macquarie Infrastructure v. Moab Partners (2024) protects pure omissions but not contradictions with public statements.
The paper examines the legal objection that a completed Field 17 record acknowledging negative system-welfare impact could be used as an admission in securities litigation. It analyzes four legal mechanisms—PSLRA safe harbor, privilege, half-truth doctrine, and a proposed welfare-disclosure safe harbor—and proposes a counsel-review overlay with access-controlled linkage to shield the record while preserving its integrity.