“Investors’ needs” in the context of audit-committee disclosures: evidence from comment letters to the SEC

Abstract This study examines how stakeholders interpret “investors’ needs” in audit committee disclosures, a concept that remains ill-defined yet central to regulatory debates. Using framing theory, we qualitatively analyze 91 s comment letters from investors, audit committees, auditors, management, legal professionals, and academics. We identify five stakeholder frames based on how actors diagnose problems, propose solutions, and justify their positions. The findings reveal a clear divide between investors and non-investors. Investors and academics view current disclosures as outdated and insufficient, advocating greater transparency and accountability. In contrast, audit committees, management, legal professionals, and external auditors generally oppose enhanced disclosures, citing concerns over litigation risk, cost, and potential investor confusion. Key disagreements center on audit committee roles, power, independence, and effectiveness. This study contributes to disclosure and governance research by challenging assumptions of consensus on investor needs and offering insights to inform regulatory efforts aimed at enhancing disclosure quality and investor protection.