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Material Private Fact Register

Tracking register — instantiates Private Information Asymmetry Governance

A living ledger of the private facts that are material to a decision or transaction — each row naming the fact, who holds it, and whether it has been disclosed — so a knowledge gap can't stay invisible or unowned.

A Material Private Fact Register is the archetype's substrate mechanism: before anyone can screen, verify, price, or disclose an asymmetry, someone has to write down which private facts actually matter and who is sitting on them. The register turns each material private fact into a row that names the fact, its holder(s), the transaction it bears on, and — the load-bearing column — its disclosure status. Its distinguishing move among its siblings is that it neither judges nor closes the gap; it inventories it. Every other mechanism reads from this ledger, and the register's second job is to keep the running tally of what remains undisclosed after remedies have been applied, so a known asymmetry can never quietly drop off the map.

Example

An issuer preparing to announce an acquisition maintains a register of material non-public information (MNPI). One row reads: fact — "the board has approved a tender offer for a named target"; holders — four executives, outside counsel, two bankers; bears on — anyone trading the stock; status — embargoed until the release. As the deal team widens, each new person is logged with a date, and the register becomes the contemporaneous record of who knew what, when. When the news crosses the wire, the status column flips to public and the residual asymmetry for that fact clears. If a suspicious price move precedes the announcement, the register is the first artifact investigators read — not because it priced the leak, but because it made the gap explicit and attributable in the first place. (The EU Market Abuse Regulation makes exactly this kind of insider list a standing obligation for listed issuers.)

How it works

The register holds facts, not tasks and not risk events — a subtle line that keeps it distinct from a to-do list or a risk log. Each entry pairs a material private fact with the party who holds it and the transaction it distorts if left one-sided. Two disciplines make it more than a spreadsheet: materiality gating, so only facts that would actually change a reliant party's decision earn a row; and a residual column that tracks disclosure status over time, so the ledger doubles as the register of asymmetry still outstanding. It is updated as facts arise and as they are disclosed, and it is deliberately silent on what to do about any gap — that judgment belongs downstream.

Tuning parameters

  • Materiality threshold — how consequential a fact must be to earn a row. Set it low and the register drowns in noise; set it high and it misses the fact that quietly decides the deal.
  • Holder granularity — whether "who knows" is logged per individual or per team. Individuals give a forensic who-knew-when trail; teams keep the register readable.
  • Disclosure-status resolution — a binary disclosed / undisclosed flag versus graded states (need-to-know, embargoed, public). Finer states track partial remedies but add upkeep.
  • Update trigger — event-driven logging the moment a fact arises versus a periodic sweep. Event-driven is current but demands discipline; sweeps rot between cycles.
  • Scope of "private" — only legally material facts, or every decision-relevant private fact. Wider scope catches more but dilutes the register's authority.

When it helps, and when it misleads

Its strength is that it makes an asymmetry explicit, attributable, and durable: a fact that is named, owned, and status-tracked cannot silently become an unmanaged one, and the residual column is a standing worklist for the disclosure and verification mechanisms. Its failure modes are the register's perennial ones. It captures only the facts someone thought to enter — the known asymmetries — and can lend false comfort against the ones nobody logged. It decays into an audit artifact groomed for regulators rather than used by decision-makers. And a materiality call is easily run backwards — a fact recategorized as "immaterial" after the fact to justify a non-disclosure already chosen. The discipline that guards against this is an independent materiality review[1] and a residual column that is actually worked down, not just displayed.

How it implements the components

  • private_information_inventory — the register is the inventory: one row per material private fact, its holder, and the transaction it distorts.
  • residual_asymmetry_register — the disclosure-status column is the running record of which material facts remain one-sided after remedies, so nothing closed-on-paper is assumed closed in fact.

It records the gap but does not act on it: it does not map how each exposed decision rides on a fact (affected_decision_exposure_map — that's Principal-Agent Reporting Protocol), classify the kind of hidden information (asymmetry_type_classifier — that's Adverse Selection Pool Segmentation), or draw the line between a fact that must be disclosed and one that is legitimately secret (legitimate_secrecy_boundary — that's Conflict Disclosure and Recusal Rule).

Notes

The register is an inventory, not a remedy — it says who knows what, never whether a gap should be closed or how. Keep it distinct from the disclosure and verification mechanisms it feeds: those act on the residual column, while the register's only job is to keep that column honest and current.

References

[1] Materiality — in securities law, information is material if there is a substantial likelihood a reasonable investor would consider it important, judged against the "total mix" of information available (the standard articulated in Basic Inc. v. Levinson). The register's whole authority rests on this line being drawn by someone without a stake in the answer. ↩