Employee Non‐Disclosure Agreements and Corporate News

ABSTRACT

This study examines whether weakening employee non‐disclosure agreements (NDAs) affects the flow of information to capital markets via the business press. After state laws weakened NDAs related to misconduct, treated firms exhibit a significant increase in corporate news relative to control firms. The increase is driven by non‐financial news, particularly about legal issues and corporate social responsibility. Articles become significantly more negative in tone and generate stronger market reactions, indicating that employees increasingly share informative negative information with journalists. Further, we document increased interactions between employees and journalists, with more articles citing employees as sources. Our evidence suggests that employees are an important source of corporate information for journalists and that blanket NDAs can impede this channel. Overall, the study highlights an important trade‐off between protecting firms' confidential information and preserving transparency. Our findings suggest that boards, executives, and regulators should design employment confidentiality policies that protect legitimate proprietary information without suppressing the disclosure of misconduct that is important for market discipline and governance.