Disclosure\u27s Purpose

The United States securities regulatory infrastructure requires disclosure of a wide array of information both by and about covered companies. The basic purpose of the disclosures is to level the playing field – for investors, for issuers, and for the public. Although investor protection is the disclosure goal often touted, this article develops the purposes of disclosure extending beyond investors to issuers and the public. Indeed, the disclosure system is designed to level the playing field for issuers— addressing confidentiality concerns, for example. In addition, the system helps to promote confidence in the markets, which, in turn, enables growth and innovation by creating access to capital – goals important to issuers. Yet, as importantly, the system also protects the public more broadly. After all, the harms of market crashes and other disruptions are not confined to investors and issuers – despite the fact that writing in this space focuses largely on them. Disclosure’s purpose, then, is to diminish asymmetries and the space for fraud, both for those within the entity and for the public affected by the entity. To achieve these purposes, the system depends on gatekeepers, like corporate directors who are assigned a role in effectively managing the purpose and consequences of disclosure. Doing so requires them take ownership of both the ensuing internal discourse between the entity, its insiders, and its owners, as well as the external discourse with the entity’s public stakeholders and the public more generally. When directors do so, the resulting discourse and candor helps to ensure the purposes of disclosure are met. This article examines the purpose and regulation of this discourse, emphasizing the role of the board of directors and its attention to public stakeholders and the public, with a particular focus on omissions. The article proceeds as follows. Part I explores the purposes of disclosure in corporate discourse and how disclosure requirements are designed to transmit information. As we will see, the securities disclosure regime aims to address a broad range of issues -- from fairness to market competitiveness. Part II develops the omissions theory in the context of the purposes of disclosure, as well as explicating their role in corporate discourse. Part III turns to the board and its responsibilities with respect to the purposes of securities disclosures and corporate discourse, with a particular emphasis on omissions and candor, and deployng some case studies to develop the theories further. Part IV analyzes the relationship between directors, disclosure (and its purpose) and omissions, and publicness, tying the information-forcing-substance theory to director gatekeeping and explicating how it can result in more thorough disclosure outcomes for investors, issuers, and the public – and thereby, fulfill disclosure’s purpose

The Corporate Purpose of Social License

This Article deploys the sociological theory of social license, or the acceptance of a business or organization by the relevant communities and stakeholders, in the context of the board of directors and corporate governance. Corporations are generally treated as “private” actors and thus are regulated by “private” corporate law. This construct allows for considerable latitude. Corporate actors are not, however, solely “private.” They are the beneficiaries of economic and political power, and the decisions they make have impacts that extend well beyond the boundaries of the entities they represent. Using Wells Fargo and Uber as case studies, this Article explores how the failure to account for the public nature of corporate actions, regardless of whether a “legal” license exists, can result in the loss of “social” license. This loss occurs through publicness, which is the interplay between inside corporate governance players and outside actors who report on, recapitulate, reframe and, in some cases, control the company’s information and public perception. The theory of social license is that businesses and other entities exist with permission from the communities in which they are located, as well as permission from the greater community and outside stakeholders. In this sense, businesses are social, not just economic, institutions and, thus, they are subject to public accountability and, at times, public control. Social license derives not from legally granted permission, but instead from the development of legitimacy, credibility, and trust within the relevant communities and stakeholders. It can prevent demonstrations, boycotts, shutdowns, negative publicity, and the increases in regulation that are a hallmark of publicness — but social license must be earned with consistent trustworthy behavior. Thus, social license is bilateral, not unilateral, and should be part of corporate strategy and a tool for risk management and managing publicness more generally. By focusing on and deploying social license and publicness in the context of board decision-making, this Article adds to the discussions in the literature from other disciplines, such as the economic theory on reputational capital, and provides boards with a set of standards with which to engage and address the publicness of the companies they represent. Discussing, weighing, and developing social license is not just in the zone of what boards can do, but is something they should do, making it a part of strategic, proactive cost-benefit decision-making. Indeed, the failure to do so can have dramatic business consequences

Handling, Processing, Utilization and Marketing System of Milk and Milk Products in Huet Eju Enesie District, East Gojjam Zone, Ethiopia

The study was conducted to assess milk and milk products handling, processing, utilization and marketing systems in Hulet Eju Enesie district, East Gojjam Zone, Ethiopia. For the study, 247 respondents were selected through systematic random sampling and data were collected using semi structured questionnaire, FGD, key informant interview and field observation. Data was analyzed using descriptive statistics, chi square test, analysis of variance by SPSS version 20 Software. Hand milking was the sole milking method in the study area and washing hand before milking was practiced by 93.5% of respondents. All of the interviewed respondents practiced smoking of milk handling equipment mainly to improve the taste and flavor of milk and milk products reported by 76.1% of respondents. Majority of respondents (86.6%) used gourd (Lagenaria siceraria) for milking but most of the respondents (95.7%) in Motta town and few respondents (9.3%) in mid altitude were used plastic material. All of the interviewed respondents were processed raw milk into various milk products. The average amount of milk produced per day per HH was 2.6±0.14 liters and significantly varied (P<0.05) among the study areas with the highest amount of milk produced (5.6±0.94 liters) in Motta town. Only 13.4% of respondents were participated in milk marketing but 86.2% of respondents sold butter. In general, the handling, and processing practice of milk and milk products was in a traditional system and milk and milk products marketing is very limited. Therefore awareness creation for the farmer to improve the handling practice of dairy products and motivation of the farmers to increase their participation in milk marketing is essential. Keywords: Altitude, Cow milk, Handling, Marketing, Processing, Utilizatio

The effects of postactivation potentiation on sprint and jump performance of male academy soccer players.

The purpose of this investigation was to evaluate the postactivation potentiation (PAP) effects of both dynamic and isometric maximum voluntary contractions (MVCs) on sprint and jump performance and establish whether PAP methods could be used effectively in warm up protocols for soccer players. Twelve male soccer players performed 4 warm up protocols in a cross-over, randomized, and counterbalanced design. In addition to a control warm up, subjects performed deadlift (5 repetitions at 5 repetitions maximum), tuck jump (5 repetitions), and isometric MVC knee extensions (3 repetitions for 3 s) as PAP treatments in an otherwise identical warm up protocol. After each treatment, the subjects underwent 3 10 m and 20 m sprints 4, 5, and 6 minutes post-warm up and 3 vertical jumps (VJ) at 7, 8, and 9 minutes post-warm up. Repeated measures analysis of variance showed no significant differences in the first 10 m (p = 0.258) and 20 m (p = 0.253) sprint and VJ (p = 0.703) performance and the average 10 m (p = 0.215), 20 m (p = 0.388), and VJ (p = 0.529) performance between conditions. There were also no significant differences in performance responses between the strongest and weakest subjects, but large variations in individual responses were found between the subjects. The findings suggest that there was no significant group PAP effect on sprint and jump performance after dynamic and isometric MVCs compared with a control warm up protocol. However, the large variation in individual responses (-7.1% to +8.2%) suggests PAP should be considered on an individual basis. Factors such as method, volume, load, recovery, and interindividual variability of PAP must be considered in the practical application of PAP and the rigorous research design of future studies to evaluate the potential for performance enhancement

Leveraging Information Forcing in Good Faith

Leveraging Information Forcing in Good Faith, a chapter in Research Handbook on Law and Time, argues that the information-forcing-substance theory has a significant role to play both in how courts decide duty of good faith and oversight matters and in how active and engaged directors can add value in the boardroom. As explored in the chapter, by deploying the theory in corporate-law matters, the courts can reveal the information gaps between officers and directors and create pressure for better processes and discourse within the corporation. In turn, this can impact both the way in which fiduciaries interact with each other and on behalf of shareholders, as well as the substantive choices they make. This chapter uses case studies involving Boeing and McDonald’s to reveal how judges can use information forcing to develop more robust disclosure discourse in the good faith and oversight context and increase the creative friction vital to effective corporate governance. The chapter focuses first on how the evolution of the corporate form and the laws supporting it have impacted the growth of the law in the corporate fiduciary duty space, and the impact of the procedural posture and timing of litigation on the understanding of the duty. The chapter utilizes case studies based on the McDonald’s and Boeing litigation in Delaware, and examines them through the lens of the information-forcing-substance theory from federal securities regulation. The case studies illuminate how the courts have already used information-forcing-substance theory in practice (although not calling it by that name) to drive additional discourse within the board room and between directors and officers. The chapter, however, also highlights how the moment in time nature of the opinions and the procedural posture of litigation can stunt the growth of positive law for the duty of good faith and oversight. The chapter then explores how courts can further apply the theory to ensure that oversight actually occurs through more information forcing, disclosure, and discourse for directors and officers

Asking the Right Questions: How Jill Fisch Debunks Narratives and Arrives at Solutions

Without a doubt, Professor Jill E. Fisch is one of the most influential scholars in the corporate and securities law space. Whether we measure her contributions by awards, areas of influence, or volume, Professor Fisch’s work is at the top of the list. It is, indeed, no surprise that the Institute for Law and Economic Policy (ILEP) chose to honor Professor Fisch at this year’s corporate and securities symposium, hosted with the University of Pennsylvania Journal of Business Law. I am honored to write this introduction about Professor Fisch and explore her work and influence over time, with an emphasis on the connection between her work and corporate governance writ large