A Primer on ESG Disclosures: Theory and the Real World
Let us assume for the moment that the SEC can require more than material information (or can convince courts that most ESG disclosures are material). What happens next? Given that the social costs of greenhouse gas emission vastly exceed their private costs to issuers (which is the point at which economists stop), what can lawyers, as specialists in policy engineering, do to bring the two closer to alignment? John C. Coffee Jr. explores these questions in this edition of his Corporate Securities column.
January 19, 2022 at 12:45 PM
11 minute read
By now, any practicing securities lawyer who is not brain dead has heard the case for ESG disclosures repeated over and over and knows—like it or not—that they are coming. Yet, the existing literature to date has been dominated by economists, who argue, rather abstractly, that negative externalities are being imposed on society by firms whose profits are substantially enhanced by their continuing release of carbon emissions. For economists, this means that these companies must be forced to internalize their externalities through carbon taxes and other measures. At the least, they must be prodded by shareholders to achieve net zero emissions. But having once again "assumed the can opener," economists then move onto other problems, content that the solution for environmental issues is clear.
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