Materiality Is Not a Simple Mechanical Test
The practical disclosure threshold is whether a reasonable investor would want to know the information, but applying that standard requires judgment. Leder notes that companies vary widely: some disclose relatively minor SEC comment letters, while others delay or omit disclosure of more serious Wells notices.
- Reasonable-investor relevance informs disclosure decisions
- Materiality can vary with the investor and circumstances
- There is no universal mechanical test for every event
- Corporate disclosure practices differ substantially
“materiality is in the eye of the beholder.”
“Sometimes there's a lot of wiggle room in.”