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Climate Change Risk and Disclosure: A New Focus for SEC Enforcement
At a time when climate change has been referred to by the President of the United States as our "existential crisis," and investors are pouring trillions of dollars into green, sustainable funds, more and more companies and investment funds are touting their climate and environmental bona fides. In April of this year, Mastercard announced that it was going to link all employee bonuses to meeting ESG (environmental, social and governance) goals. See, "Mastercard (MA) to Tie All Employee Bonuses to Meeting ESG Goals," Bloomberg (April 19, 2022). Similarly, in March of this year, Goldman Sachs announced that directors at companies in which Goldman invests who fail to provide sufficient climate risk disclosure are at risk of being voted out by Goldman.
These are important and laudable steps. But as evidenced by the SEC's recent activities and announcements, doing well while doing good carries with it some risks.
Issuers and other registrants with the SEC are required, in their SEC filings, including their annual reports, to disclose material information; that is, information that a reasonable investor would consider important in deciding how to vote or make an investment decision, or would have altered the total mix of available information. See, e.g., Basic v. Levinson, 485 U.S. 224, 231 (1988). Failure to do so can result in SEC action and in the most egregious cases a referral to the DOJ who may decide to prosecute. Similarly, false statements or a material omission in a company's marketing materials, analyst calls or other interactions with shareholders or potential investors can result in similar enforcement actions, not to mention shareholder suits. All one has to look to is the recent prosecution of Theranos founder Elizabeth Holmes.
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Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.