Optimal level of fraudulent disclosure when litigation is costly

In this article, we show that the effects of a legal system depend on the cost of litigation. For very low levels of legal costs, an equilibrium exists where the manager always fraudulently reports firm quality (i.e., always reports “good news”) and the investors bring suit any time firm earnings are low. For an intermediate range of legal costs, there exists an equilibrium where the frequency of fraudulent reporting is an increasing function of the costs of litigation. In this equilibrium, investors will follow a mixed strategy of bringing suit. With high legal costs, the manager always issues fraudulent disclosures and the investors never bring suit. When legal costs are not high, the threat of lawsuits removes moral hazard and adverse selection problems. The dead-weight loss from lawsuits creates a demand for auditing and may cause the manager to manipulate the amount of retained ownership.