Aggregated Risks in Mutual Fund Disclosures

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The Journal of Corporation Law

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Scholars have roundly criticized compulsory consumer disclosure over the past decade for good reason. Disclosures, whether describing the terms of a loan or the risks of investing, purport to inform consumers. But who actually reads disclosures? We argue that mutual fund disclosures are different. Unlike other consumer-facing disclosures, mutual fund disclosures are dynamic and, therefore, informative. The Securities and Exchange Commission (SEC) requires funds to report changing market conditions that affect a fund’s investments. As a result, aggregated risk statements provide information about new and evolving risks over and above insights from any single risk disclosure. But disclosures’ utility comes not from their superior ability to inform the ordinary investor. Rather, we propose that fund disclosures’ true value lies in what they can tell regulators about funds’ perception of market risks in the aggregate. We evaluate our thesis through an analysis of all U.S. mutual funds’ narrative risk disclosures from 2011 through 2022. We leverage social science theories of risk and uncertainty to conceptualize and operationalize the choices funds make in depicting changing market conditions. We locate these risks and uncertainties along a distribution from common and manageable to uncommon and catastrophic. We then assess funds’ disclosure of changing market conditions using a “most likely” case design by examining funds’ disclosure of increasing inflation, public health crises, and severe weather events resulting from climate change. Each case study presents either a risk—meaning that the universe of bad outcomes is known and can be accounted for—or uncertainty—meaning that the universe of outcomes is unknown and cannot be meaningfully estimated. We find that, in the aggregate, funds reconceptualize and adjust their disclosures in response to external events. Disclosure topics and language move in predictable and statistically significant ways. Changes in disclosure language are, in fact, meaningful. Such a response, when taken as a whole, provides insight into funds’ perception of risk. Our findings suggest that quantitative text analysis can help the SEC assess overall fund compliance with disclosure mandates. But it can also help regulators, market participants, and researchers better understand changing risk environments.


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Recommended Citation

Susan Navarro Smelcer, Anne M. Tucker, & Yusen Xia, Aggregated Risks in Mutual Fund Disclosures, 49 J. Corp. L. 49 (2023).







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