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Category Archives: Securities Law

The Future of Corporate Criminal Liability: Watching the ESG Space

Nelson, J.S. (Josephine Sandler), The Future of Corporate Criminal Liability: Watching the ESG Space (January 15, 2022). J.S. Nelson, The Future of Corporate Criminal Liability: Watching the ESG Space, Available at SSRN: https://ssrn.com/abstract=4057736 or http://dx.doi.org/10.2139/ssrn.4057736

“The future of corporate criminal liability in the U.S. and around the world may be for failure to adequately act on environmental, social, and governance (ESG) issues. In Europe and elsewhere, courts have found a fundamental right or the equivalent to protection from climate change. That right has been exercised in court cases against governments first, and it is moving into cases against private corporations. This manuscript focuses within ESG issues on potential U.S. corporate criminal liability for inaction to prevent climate change. There has not been discussion of this topic elsewhere in the literature, and businesses need to look for these developments in the law. U.S. courts are not likely to follow the international pattern of finding a fundamental right to protection against climate change, but they are more likely to find potential corporate criminal liability for misrepresentations that corporations make to investors in the gap between what corporations say and what they do on climate change issues. The first movements in this evolution are already happening.”

CRS – How Treasury Issues Debt

How Treasury Issues Debt, Updated June 14, 2022 [21 pages]: “The U.S. Department of the Treasury (Treasury), among other roles, manages the country’s debt. The primary objective of Treasury’s debt management strategy is to finance the government’s borrowing needs at the lowest cost over time. To accomplish this Treasury adheres to three principles: (1) to… Continue Reading

A wild new court decision would blow up much of the government’s ability to operate

Vox: “The United States Court of Appeals for the Fifth Circuit issued yet another astonishing decision on Wednesday. Jarkesy v. SEC seeks to dismantle much of the system the federal government uses to enforce longstanding laws and to determine who is eligible for federal benefits. And it does so in defiance of numerous Supreme Court… Continue Reading

Overview of the SEC Climate Risk Disclosure Proposed Rule

CRS Insight: Overview of the SEC Climate Risk Disclosure Proposed Rule, May 17, 2022 “On March 21, 2022, the Securities and Exchange Commission (SEC) voted 3-1 to issue sweeping proposed climate-related disclosure rules for public companies. In issuing the proposed rules, the SEC cited its existing statutory authorities under the federal securities laws— specifically, the… Continue Reading

Coding and Collaboration: Data Analytics in the Law School Classroom

Alexander, Charlotte and Iannarone, Nicole G., Coding and Collaboration: Data Analytics in the Law School Classroom (June 2021). Forthcoming, Transactions: Tennessee Journal of Business Law, Available at SSRN: https://ssrn.com/abstract=3965047 or http://dx.doi.org/10.2139/ssrn.3965047 “Technological advances provide opportunities for lawyers to deliver sophisticated – and cost effective – legal advice. A basic understanding of the emerging field of… Continue Reading

A 2011 dictionary is reshaping the language of corporate reporting

Quartz – “A new corporate principle is: Never say you’re restating anything. The machines will hold it against you. Over the past decade, “restatement” is the word companies have most strenuously tried to avoid in the text of their filings with the Securities and Exchange Commission, according to an upcoming paper by academics at Georgia… Continue Reading

COVID-19 Liability: Tort, Workplace Safety, and Securities Law

CRS report via LC – COVID-19 Liability: Tort, Workplace Safety, and Securities Law, September 24, 2020: “Although the COVID-19 pandemic is still unfolding, a number of plaintiffs have already filed lawsuits seeking compensation for COVID-19-related injuries. Some stakeholders have expressed concern that the risk of COVID-19-related lawsuits threatens a range of businesses and other entities… Continue Reading

How to make sure Google automatically deletes your data on a regular basis

Vox: “…The company announced on Wednesday that auto-delete will be the default setting for user account activity settings. That said, this “default” setting only applies to new accounts or existing accounts that now turn on data retention after having it disabled. And the default auto-delete time still gives Google as much as three years of… Continue Reading

SEC is plugged into the potential pitfalls of making Covid-19 vaccines

Via Quartz: SEC filings tell us a lot about the potential pitfalls of making Covid-19 vaccines. Companies working on vaccines detail how unlikely it is for a trial to fail, and it underscores how vaccines aren’t a magic bullet—total public health must be considered if we’re going to make progress….Enter 8-K forms. Publicly-traded companies are required… Continue Reading

Move Fast and Break Things Law, Technology, and the Problem of Speed

Chesterman, Simon, ‘Move Fast and Break Things’: Law, Technology, and the Problem of Speed (January 8, 2020). NUS Law Working Paper 2020/001. Available at SSRN: https://ssrn.com/abstract=3516032 or http://dx.doi.org/10.2139/ssrn.3516032 “Since computers entered into the mainstream in the 1960s, the efficiency with which data could be processed has raised regulatory questions. This is well understood with respect… Continue Reading

SEC Launches New Strategic Hub for Innovation and Financial Technology

“The U.S. Securities and Exchange Commission today announced the launch of the agency’s Strategic Hub for Innovation and Financial Technology (FinHub). The FinHub will serve as a resource for public engagement on the SEC’s FinTech-related issues and initiatives, such as distributed ledger technology (including digital assets), automated investment advice, digital marketplace financing, and artificial intelligence/machine learning. The FinHub… Continue Reading