john coates financial disclosure
Biography. 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. If we do not treat the de-SPAC transaction as the real IPO, our attention may be focused on the wrong place, and potentially problematic forward-looking information may be disseminated without appropriate safeguards. Renee Jones to Join SEC as Director of Corporation Finance; John Coates John C. Coates is the John F. Cogan, Jr. Where and how can disclosures be aligned with information companies already use to make decisions. 14, 2014) (setting forth special procedures required in mergers involving control shareholders, without which heightened entire fairness must be shown by interested fiduciaries); Olenik v. Lodzinski, 208 A.3d 704 (Del. [10] See infra note 12. 1 Twitter 2 Facebook 3RSS 4YouTube SPAC shareholders typically have a vote on the so-called de-SPAC transaction, and many investors who purchased securities in the first stage SPAC either sell on the secondary market or have their shares redeemed before or shortly after the de-SPAC. [12] Given this legal landscape, SPAC sponsors and targets should already be hearing from their legal, accounting, and financial advisors that a de-SPAC transaction gives no one a free pass for material misstatements or omissions. These reports are filed with the Clerk of the House as required by Title I of the Ethics . He steps down from the AOC on Saturday, less than 12 months after helping Australia win its third Games bid, this time in Brisbane in 2032, but retains his exalted IOC status. It also illustrates the pace of ESG developments. The multiple places the statutes give the Commission authority to go beyond its text (to create exemptions, tailor its requirements, and add to them). Information should be cost-effective and reliable, and not materially misleading, in every securities transaction. No. On March 22, 2021, the SEC launched a new page on its website bringing together all things ESG including agency actions and the latest information on ESG investing. The fact-finding for this rule, and the financial and accounting expertise on which it is based, is in keeping with the long tradition in which the Commission and its staff have applied expert knowledge about general risk/return, accrual and related concepts to an array of different source of risk and potential liability. Although the content and nature of the disclosure have long been covered by Commission rules, the proposed rules add specificity, detail, and consistency (and require assurance) in ways that existing rules do not. If the American people, through their representatives, wish to remediate climate change, or fulfill climate-related treaty obligations, this rule will not do those jobs. In sum, the text and context of the 1933 Act itself gives the Commission broad authority to require disclosures about financial risks and opportunities beyond the inevitably incomplete initial lists of information and documents included in the statute. For example, many companies have no major facilities in flood plains, do not consume significant amounts of energy, and do not produce significant greenhouse gas emissions. 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. 22, 2019) (enjoining two cross-conditioned mergers due to disclosure inadequacies concerning special procedures used to mitigate conflict of interest). Aside from the elementary fact that the Commission has no authority to edit Congressionally adopted statutes, the concept release actually says precisely the opposite. He is a former Research Fellow in Neuroscience and Finance at the University of Cambridge, and previously traded derivatives for Goldman Sachs and ran a trading desk for Deutsche Bank. My remarks here do not attempt to answer those or the multitude of other questions about ESG disclosures. Changes came as part of an omnibus criminal law Session Law 2021-138, Part XXI. For example, the famous phrase full and fair disclosure is in the full title to the 1933 Act, and so part of its statutory meaning. Empirical studies of financial markets and regulation have always had strong and inherent methodological limits, well-known and not seriously disputed, as well as data limitations. There remains substantial debate over the precise contents and details of what ESG disclosures might or should encompass. That there are limits on the limits is also clear from prior decisions. The proposed disclosures, including emission data, will help investors assess and price these risks and opportunities. It also cut back on liability of disclosure. SEC's Coates says agency should help create ESG disclosure system He previously worked for Goldman Sachs and ran a trading desk for Deutsche Bank in New York. : John Dowling Coates 1950 57 - . The Biden administrations new acting head of a key component of the U.S. Securities and Exchange Commission reported earning more than $2.5 million in law school income and consulting fees paid by financial firms and major U.S. companies, according to a newly released financial statement. [14], But, lest the safe harbor swallow the entire securities disclosure regime, the PSLRA specifically excludes from the safe harbor statements made in connection with specified types of securities offerings. In its overall framework, the proposed rule builds on the Task Force on Climate Related Financial Disclosure (TCFD), whose leadership includes the CFO of Unilever, the General Manager of Mitsubishi, and the former CAO of HSBC, and whose work has been supported by Bank of America, Barrick Gold, Dupont, Hewlett Packard, and Pepsico, among scores of other companies. First, I am not pro- or anti-SPAC. John Coates named fellow of American College of Governance Counsel Funding, governance and public accountability are all critical elements of a reliable, trusted disclosure system. 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 economic essence of an initial public offering is the introduction of a new company to the public. Both appointments are effective June 21, 2021. Her leadership will be invaluable as the Division facilitates disclosure under our current rules and undertakes rule modernization to meet the challenges of today. The complete publication, including footnotes and annex, is available here. Chevron plans $2.75 billion in carbon-reduction projects, renewables and offset projects. One study worth highlighting, now published in a leading finance journal, finds that climate disclosures are already actively if imperfectly priced in the capital markets, effects confirmed in other published articles. Our existing disclosure regime, however, is already more nuanced than that, and there is no reason an ESG disclosure system would need to be less nuanced. 'What Are We Fixing? Articles by John Coates's Profile | Medium, The New York Times, Daily Would it have resulted in more timely, clear and useful information for investors about asbestos manufacturers, sellers and insurance companies? Should the SEC reconsider the concept of underwriter in these new transactional paths? It does not suggest any limit other than what is in the statutes themselves, including NEPA. Second, the 1933 Act makes clear that Congress expected and directed the Commission to go beyond content specified in the Act, and granted authority to go beyond what is necessary to include what the Commission concludes is appropriate for the protection of investors. [6] SPAC Status by Year of IPO, SPACInsider (last visited Apr. The text, the ordinary meaning of its key words (that is, other and information), and their context (the title and relevant headings of the Commissions organic statutes), as analyzed above, are clear as to the Commissions ability to require the proposed disclosures for the protection of investors. This discretion continues to be sensible, in light of the fact that: The Commissions task [is] a peculiarly difficult one, requiring it to find a path between the views of the parties to the rulemaking polarized in support of the broadest disclosure or in opposition to any disclosure, to interpret novel statutory commands, and to make decisions against the background of rapidly changing conditions . John C. Coates is the Acting Director of the SECs Division of Corporation Finance. Climate-affecting companies owned by individuals, governments, families, or private equity funds would not be directly affected. What about the Private Securities Litigation Reform Act? Said plainly, many investors in the SPACs own initial offering are not the investors in the ultimate public companys ongoing business operations. They of course help sell the deal, but they can also be a key component for boards and other participants in negotiating and understanding the economics indeed, the fairness of the transaction. An extended comment on the 1933 Act published in the Michigan Law Review in March 1934 echoes these points, summarizing the law as having two purposes: (1) that there shall be filed with the Federal Trade Commission a full, accurate and complete statement of all pertinent facts concerning issues of the securities and (2) that instruments of transportation or communication in interstate commerce and the mails shall not be used directly or indirectly to effectuate fraudulent sales. A comprehensive reporting regime would apply to all companies, worldwide, regardless of ownership, and would encompass impacts generally, rather than solely physical risks and transition risks to investors in US public companies. There are 300+ professionals named "John Coates", who use LinkedIn to exchange information, ideas, and opportunities. In sum, throughout its history, and consistently, the Commission has fulfilled its statutory mandate to specify required disclosure of information that was not directly financial in nature, but posed risks about a future financial impacts, often indirect, contingent or both. These decisions show that the Commissions delegated power is limited, and that the statutory limits (protection of investors and markets) are intelligible and have bite. John Coates, named acting director of the SEC's Division of Corporation Finance on Feb. 1, made the remarks on Thursday during a conference on climate finance hosted by the Institute of. Existing rules already cover material climate risks is the first point she makes. The legislative history includes statements that the safe harbor was meant for seasoned issuers with an established track-record.[16]. In addressing this research, it is insufficient for critics to gesture generically at the fact that correlation is not necessarily causation, or that no single such study can definitively prove a causal effect of climate on financial returns. PDF ISSN 1936-5349 (print) HARVARD - Harvard Law School John Coates failed to apologise for his comments towards Annastacia Palaszczuk. SEC's Coates Calls for "Adaptive and Innovative" Policy on ESG Disclosure SPAC sponsors and targets and their affiliates and advisors should already be providing the public with the information material to the investment opportunities a de-SPAC represents, regardless of how the liability analyses ultimately play out. Statement (PDF) . . The Commission has neither approved nor disapproved its content. The fact that those areas are themselves specialized, with their own experts with far more knowledge than exists at the Commission, does not mean the Commission cannot adequately apply its disclosure regime to those risks. No court has ever found that this long line of exercises of the basic authorities on which the current rule relies were beyond the Commissions authority. For example, they point to the broader ESG movement and claim the fictional new rule requires disclosure about ESG, or about environmental impacts not relevant to investors. 2018) (CFO's statement about corporation's large deferred service, healthy product backlog, and consistent quarterly linearity, which was a statement made with another statement as to expected earnings for an upcoming quarter, were non-forward-looking statements and were not protected by the PSLRA's safe-harbor; statement included facts regarding the present state of the corporation, not assumptions); NECA-IBEW Health & Welfare Fund v. Pitney Bowes Inc., No. However, many legal questions have clear answers. Financial Disclosures - Other White House Officials . Nor does the proposal purport to be authorized by a newly discovered power in the securities lawsthe power is disclosure, as it has been for nearly a century. But for the protection of investors, these limits are features, not bugsthey precisely show how the rule adheres to Congresss clear but limited delegation of disclosure specification to the Commission. Read fairly and dispassionatelynon-politically, one might saydisclosures specified by the rule are not about environmental impact, or climate change, but about financial risks and opportunities related to climate change. Getting The Talent Balance Right: From Layoffs to Laterals to Mergers, How Can Firms Staff for Success? Coates urges SEC to enact consumer protection rules A process to create such standards is not likely to be simple, quick or easy. Only at that time did EPA take the position its 1970 authority over air pollution gave it authority to require climate-related disclosures. In that section, companies are required to disclose a specified list of financial disclosure and documents set out in Schedule A, to obtain consents from any accountant, engineer, or appraiser or other professional identified in the disclosures, andin a separate sentenceto disclose such other information, and be accompanied by such other documents, as the Commission may by rules or regulations require as being necessary or appropriate for the protection of investors.. Business Law Today (June 25, 2020); Ellison Ward Merkel et al., Litigation Risk in the SPAC World, Quinn Emanuel Trial Laws. Starting with the costs, critics of ESG disclosure requirements often point to the costs associated with preparing the disclosures. Donilon - 278.pdf Robert Downing - 278.pdf Travis Dredd - 278.pdf Anita Dunn - 278.pdf Stacy Eichner - 278.pdf John Elias . It may be time to revisit these issues. They point to a footnote in a 2016 Concept release to support this claim. The plain language could not be clearer in directing the Commission to do what it is proposing to do: specify the details of disclosure appropriate to protect investors, based on its fact-finding and expert judgment. JOHN COATES, HARVARD LAW SCHOOL: Okay, thank you. During his prior service on the SECs Investor Advisory Committee, he chaired the Investor-as-Owner Subcommittee. John Coates is a senior research fellow at the University of Cambridge. The long-recognized fact the statutes were remedial laws following the Crash of 29. SEC Focuses on Potential Updates to U.S. Climate Change Disclosure The United States Securities and Exchange Commission has focused increasingly on SPACs in recent months, and is particularly concerned with conflicts of interest that incentivize a SPAC's sponsors, directors, officers, and affiliates to close a de-SPAC transaction even when doing so is not in the best interests of SPAC shareholders, and whether Regulation -- the Investment Company Act is one of the most successful disclosure laws . But companies will not be limited by the rule itself in how they and their investors respond to climate change.