john coates financial disclosure

The proposed rule is a rule that specifies details of disclosure requirements. Open in Who Shared Wrong byline? To be clear, in the initial offering by a SPAC, when the shell company is first raising funds to finance all (or more commonly a portion) of its hoped-for acquisition of the yet-to-be-named target, disclosures clearly have a role to play under the federal securities laws. As the proposing release notes, half of all public companies already make some climate disclosures in their SEC reports, and the Chamber of Commerce reports that more than half of surveyed companies publish sustainability reports. John Coates - Keynote Speaker | London Speaker Bureau It is true that the subject matter of the financial risks and opportunities raised by climate change are complex, and climate experts have specialized knowledge about climate science. Law.com Compass delivers you the full scope of information, from the rankings of the Am Law 200 and NLJ 500 to intricate details and comparisons of firms financials, staffing, clients, news and events. The Commission has neither approved nor disapproved its content. 23, 2013) (citing Sawant v. Ramsey, 3:07-CV-980 VLB, 2010 WL 3937403 (D. Conn. Sept. 28, 2010) (holding that otherwise forward-looking statements that contain misrepresentations of current facts are not protected by the safe harbor provision of the PSLRA or the bespeaks caution doctrine); In re Nortel Networks Corp. Sec. It does not suggest any limit other than what is in the statutes themselves, including NEPA. 1993) (To rebut the [business judgment] rule [presumption], a shareholder plaintiff assumes the burden of providing evidence that directors, in reaching their challenged decision, breached any one of the triads of their fiduciary dutygood faith, loyalty or due care.); In re Transkaryotic Therapies, Inc., 954 A.2d 346, 357-63 (Del.Ch. As the House Report accompanying the 1934 Act explained: The idea of a free and open public market is built upon the theory that competing judgments of buyers and sellers as to the fair price of a security brings about a situation where the market price reflects as nearly as possible a just price. Ch. As background, noted in the proposing release, the Commission published a request for comment a year earlieron March 15, 2021so that its current process has already gone beyond the requirements of administrative law. 5 . VIA EMAIL: coatesjo@sec.gov John Coates, Acting Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 April 14, 2021 Re: Guidance Needed to Issuers on the Presentation of Shareholder Proposals Dear Director Coates: I am writing to urge the Division of Corporation Finance to issue Starting with the costs, critics of ESG disclosure requirements often point to the costs associated with preparing the disclosures. Based on a review of current sustainability reports that cover the same topics as would be required by the proposed rule, companies with material climate risks could create compliant disclosure that would take up a relatively small share of a typical annual report. Cost-Benefit Analysis of Financial Regulation: Case Studies and - SSRN John Coates, the Divisions current Acting Director, has been named SEC General Counsel. These reports are filed with the Clerk of the House as required by Title I of the Ethics . EPA was created in 1970. Throughout I describe rather than argue for what the law should be. Renee Jones to Join SEC as Director of Corporation Finance; John Coates After the de-SPAC, the entity carries on its operations as a public company. They have been adopted under Chairs appointed by both Democratic and Republican Presidents, in every decade since 1933. It is true that many companies are spending money to do thisfurther evidence of the importance of the information. Second, forward-looking information can of course be valuable. Just as artificial manipulation tends to upset the true function of an open market, so the hiding and secreting of important information obstructs the operation of the markets as indices of real valueThe disclosure of information materially important to investors may not instantaneously be reflected in market value, but despite the intricacies of securities values truth does find relatively quick acceptance on the market. [12] Cede & Co. v. Technicolor Inc., 634 A.2d 345, 361 (Del. Donilon - 278.pdf Robert Downing - 278.pdf Travis Dredd - 278.pdf Anita Dunn - 278.pdf Stacy Eichner - 278.pdf John Elias . The commentary distinguishes between the full disclosure purpose of the 1933 Act from its separate, anti-fraud purpose. John Coates has few regrets on his way out the AOC door Even as he steps down from 32 years in the top job, the knowledge and contacts of Australia's Olympic supremo will be tapped for years to. That climate risks overall have been overstated by climate activists. Rather, they are faced with numerous, conflicting and frequently redundant requests for different information about the same topics. 5 C.F.R. The question of whether the proposed disclosures would in fact be an all-in good idea, cost-justified, appropriately considering efficiency, competition and capital formation is not a legal question. John Coates, the vice-president of the International Olympic Committee and outgoing president of the Australian National Olympic Committee, said "to a large extent" that Sydney was awarded the. The proposed rule would not require national banks to consider climate-risks in lending activitiesthat is for banking regulators. Earnings statements, analyst call scripts, investor presentations, and the regular flows of press releases, investor relations communications and other ways companies supplement disclosure requirements are commonly longer or more complex than anything required by the Commissions rules. To do so would turn the doctrines purpose against itself, turn courts into unelected mini-legislatures, and subvert rather than reinforce the separation of powers. Congress designed the safe harbor generally to permit and even encourage reporting companies to disclose information about future plans and prospects. Some but far from all practitioners and commentators have claimed that an advantage of SPACs over traditional IPOs is lesser securities law liability exposure for targets and the public company itself. Introduction. Financial Disclosures - Other White House Officials . The World Meteorological Organization has tracked damage from weather events for the past fifty years; the top five most economically destructive events all occurred since 2005. Part of the difficulty is in the fact that ESG is at the same time very broad, touching every company in some manner, but also quite specific in that the ESG issues companies face can vary significantly based on their industry, geographic location and other factors. The proposed rule is reasonably designed to address these inconsistencies, give investors comparable information, and make it more reliable. The focus of the actual rule is the impact of climate change on companies, and not vice versa. If a company would benefit from climate-mitigation policies adopted by other agencies, that information would be no less useful to investors than information about transition risk. This post is based on his recent comment letter. Here, we survey research on steroid hormones and their cognitive. SEC.gov | John Coates Named Acting Director of the Division of 2003) (holding that statements encompassing forward-looking and present or historical components were not entitled to safe harbor protection where the [c]omplaint alleges that the Defendants had no basis for their optimistic statements and already knew (allegedly) that certain risks had become reality and notably where plaintiffs adequately pled scienter). Shareholder Litig. Congress did not direct the Commission to protect investors through disclosure only when it is politically non-controversial to do so. Our Compliance bundles are curated by CLE Counselors and include current legal topics and challenges within the industry. A SPAC Curveball | Publications | Kirkland & Ellis LLP EPA, for example, exempts from reporting emission sources below source-specific thresholds. Neither EPA nor any other federal agency has authority to elicit the full range of information about financial risks that would be provided to investors under this rule. Coates has served as the SECs Acting Director of the Division of Corporation Finance since February 2021. The guidance on potential conflicts of interest in the context of the initial public offering of a SPAC is divided into five categories: (1) insiders' competing fiduciary or contractual obligations to other entities, (2) the specified timeframe to complete an initial business combination, (3) deferred underwriter compensation, (4) economic terms The status quo is costly for companies, and increasingly so over time. (forthcoming 2021); Minmo Gahng, Jay R. Ritter and Donghang Zhang, SPACs, Working Paper (Mar. Image: Getty. When the only dissenting Commissioners primary basis for dissenting is that the Commission has already addressed the topic in prior rulemakings upheld by courts, courts have no basis for using one discretionary canon to apply personal policy judgments on a topic within the Commissions conventional and textually clear statutory authority. 1 Twitter 2 Facebook 3RSS 4YouTube What is proposed is to not to add new subject matters to public company disclosures, but to refine the mode and detail of already-required disclosures. People often think of mandatory disclosure in a way that suggests that there is nothing more than an on/off switch between mandatory and voluntary disclosure. 1 Twitter 2 Facebook 3RSS 4YouTube The 1933 Act does not limit additional disclosures to those that are related or similar to the items in Schedule A, or material, or financial, despite the fact that Congress frequently used those very qualifiers elsewhere in the statute. Citing to a 1975 release, the Commission in 2016 noted, non-controversially, that In [the 1975] release, the Commission concluded that, although it is generally not authorized to consider the promotion of social goals unrelated to the objectives of the federal securities laws, it is authorized and required by NEPA [the National Environmental Policy Act] to consider promotion of environmental protection as a factor in exercising its rulemaking authority. This statement denies authority only if disclosure is unrelated to investor protection, protection of market integrity, or the public interest more generally. Even if the safe harbor clearly applies, its procedural and substantive provisions do not protect against false or misleading statements made with actual knowledge that the statement was false or misleading. Coates was re-elected president at the AOC's annual general meeting in Sydney on Saturday morning, seeing off the challenge of hockey gold medallist Danni Roche by winning the vote count 58-35. . It proceeds in two stages. A process to create such standards is not likely to be simple, quick or easy. The major questions doctrine has no role to change the plain text of the 1933 and 1934 Acts. They argue that the disclosures required by the fictional new rule would be opinions, not facts, so it would violate the First Amendment. It is authorized by clear statutes, is consistent with settled understandings, and addresses disclosure topics covered by rules adopted long ago by the Commission and ratified by Congress. Funding needs to be reliable and adequate, both now and over a reasonable time period into the future, and should not detract from other essential elements of the system for public company disclosures. Thousands more have been filed since the release was proposed, including many from self-identified individual investors. Volkswagen announced $180 billion of investments in electronic vehicles. The National Law Journal Elite Trial Lawyers recognizes U.S.-based law firms performing exemplary work on behalf of plaintiffs. PDF ISSN 1936-5349 (print) HARVARD - Harvard Law School Nothing in law suggests that uncertainty, however reasonable, legally forbids rulemaking. Many legal issues are open to reasonable debate. Although some are reluctant to consider legislative history or expert contemporaneous commentary in interpreting statutes, it is useful to do so briefly here for a simple reason. John Coates is the John F. Cogan Professor of Law and Economics at Harvard Law School, where he also serves as the Deputy Dean for Finance and Strategic Initiatives and Research Director of the Center on the Legal Profession. In part, that is because of one of the key limits on the Commissions authorityit is delegated the job of specifying information for disclosure, not the job of merits review, which would require it to have far more substantive expertise in those specialized areas. - Wikipedia (Jan. 14, 2021). [16] Debate in Senate to Override President's Veto, 141 Cong. SEC's Coates Calls for "Adaptive and Innovative" Policy on ESG Disclosure Despite all of this, it may still be thought that the PSLRA offers something for SPACs not available to conventional IPOs. Litig., 238 F. Supp. 28, 2018) (refusing to dismiss claim that Musk controlled Tesla despite owning only 22% of the voting power due to actual domination and control). If markets are currently overly negative about a companys physical risks (e.g., to floods), such disclosures would facilitate a reduction in that companys cost of capital. In other words, public companies disclosures were expected to go beyond basic financial statements. Is guidance needed about how projections and related valuations are presented and used in the documents for any of these paths? 2020) (breach of duty of candor due to failure to disclose conflict of interest in merger); Chester County Emp.s Ret. They argue that because the fictional new rule requires disclosure of environmental impact, the Commissions authority was silently removed when Congress authorized the Environmental Protection Agency (EPA) to address that impact. In 2004 he returned to Cambridge to research the biology of More about John Coates Courts have rejected attempts to deny application of the securities laws and the philosophy of full disclosure in cases involving the sale of a whole company, if effected through the sale of securities, or where conduct may violate both corporate law and the Commissions disclosure laws. The Commissions authority is plain in its organic statutes, legislative history, in long-standing precedent, in both court decisions and its own rules, and repeatedly accepted by Congress through amendments of the statutory bases for those rules. John F. Cogan, Jr. John Coates - Penguin Random House Speakers Bureau As detailed in Annex B to this post, not only has the Commission repeatedly specified more than the minima in the 1933 Act itself, it has repeatedly had its augmented disclosure rules acknowledged, accepted and ratified by Congress, through multiple amendments to its organic statutes. Dynamically explore and compare data on law firms, companies, individual lawyers, and industry trends. All Rights Reserved. Indeed, the actual proposed rule requires disclosure about subject matters long covered by indisputably authorized disclosure requirementsthe first point made by Commissioner Peirce in her dissent. Clear statement canons play no role when statutes speak clearly. Second, in thinking about ESG disclosures, we should not view ourselves as forced into a stark choice between voluntary and mandatory disclosure. Specifically, the Commission relied upon wide-ranging and deep engagement over more than a year, gathering input from public comments, in public discussions, and meetings with and through letters from companies, investors, trade groups, climate specialists, EPA and other experts regarding corporate environmental and climate reporting, to craft its proposed rule, just as it has done in other areas. John CoatesActing Director, Division of Corporation Finance. John C. Coates is the Acting Director of the SEC's Division of Corporation Finance. The proposed rule does not call for opinion or controversial speech of the kind that raises First Amendment concerns. The legal authorities cited by the Commission in the proposing release are the conventional authorities for disclosure rules over nearly a century. Professor Coates served as General Counsel and as Acting Director for the Division of Corporation Finance for the SEC.

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