This paper examines managers’ private disclosure to analysts in the context of shareholder litigation risk. I first validate that my proxy for private earnings warnings disclosure (based on sell-side analysts’ forecast revisions relative to benchmark forecasters) is predictive of future adverse firm performance and positively associated with analysts’ private access to managers. Next, I exploit plausibly exogenous changes in shareholder litigation risk based on judge ideology to understand managerial incentives to engage in private disclosure. Consistent with theory, I find managers’ propensity to provide private earnings warnings increases when shareholder litigation risk increases. This effect is concentrated among firms that do not already provide public earnings guidance and firms that face high proprietary costs. I conclude that, in response to increases in shareholder litigation risk, managers use private disclosure to indirectly influence market earnings expectations, and they consider disclosure-channel-specific costs and benefits when choosing to do so.