Abstract
Existing formulations of materiality in the federal securities laws contain an inherent limitation because they don’t adequately account for how risks and opportunities change over time. This can mislead investors looking to understand how well a company is poised to avoid long-dated risks and take advantage of evolving opportunities because those risks and opportunities don’t neatly fit into the rubric of “likelihood of occurrence times magnitude of harm equals materiality.” This is because the likelihood of any long-dated risk occurring within a short reporting time frame will always approach zero, which means the traditional model of materiality will always classify it as not material. What is lost is that over time, decisions that a company could make that would mitigate or eliminate longer term risks won’t be recognized and taken in time. This can result in the company having less or zero flexibility when the realization that the likelihood and impact will be greater than previously anticipated. We propose addressing the materiality problem by applying a different analytical framework, drawn from modern decision theory, that would complement the existing understanding of materiality but provide new and useful insights about the impact of time on decision-making and risk.
Recommended Citation
Daniel M. Labovitz & Alexander Kontoleon,
Materiality in the Long Now: Navigating the Intersection of Decision-Making, Time, and Strategy,
128
Dick. L. Rev.
649
(2024).
Available at:
https://ideas.dickinsonlaw.psu.edu/dlr/vol128/iss3/2