Blog: How do investors use ESG?

Cooley LLP
Contact

Cooley LLP

Last week, the SEC’s Investor Advisory Committee held a meeting focused in part on the use of environmental, social and governance information in the capital allocation process—how do investors use ESG information in making investment decisions? The panelists—an academic and several representatives of asset managers—all viewed ESG data as important to decision-making, particularly in relation to potential financial impact, even for investment portfolios that were not dedicated to sustainability.

To open the meeting, Commissioner Allison Lee, after acknowledging how much emphasis investors are now putting on ESG issues, observed that the SEC “last issued guidance on climate-related disclosure in 2010. A lot has changed since then in terms of what we know about the significance of climate risk from a scientific standpoint, as well as what we know about the risks companies face as a result. A lot has also changed in terms of the kinds of disclosure that investors need to accurately assess and price that risk, on everything from board oversight of the risk to estimates related to stranded assets.”

SideBar

In August, Lee and fellow Commissioner Robert Jackson published a joint statement to encourage public comment about, among other things, the absence of climate risk as a topic for discussion under the Description of Business in the proposal to modernize Reg S-K (see this PubCo post), released on August 8. According to Lee and Jackson, while estimates of the scale of climate risk vary, “what is clear is that investors of all kinds view the risk as an important factor in their decision-making process. Yet it remains tough for investors to obtain useful climate-related disclosure. One argument against mandating such disclosure is that climate risk is too difficult to quantify with acceptable accuracy. Whatever one thinks about disclosure of climate risk, research shows that we are long past the point of being unable to meaningfully measure a company’s sustainability profile.” (See this PubCo post.)

Chair Jay Clayton, who was not in attendance at the meeting, but nevertheless provided a statement, expressed interest in understanding what data companies and investors use to make decisions, recognizing that the answers could be complex: “1) not all companies in the same sector use the same or comparable data in their decision making and (2) investor analysis also varies widely. In the areas of ‘E’ and ‘S’ and ‘G,’ in particular, the approach to investment analysis appears to vary widely, in some cases incorporating objectives other than investment performance over a particular time frame or frames.” To generate “decision-useful” (Clayton translation: material) information, these complexities must be taken into account. Clayton also noted that “E,” “S” and “G” are very different in terms of disclosure:

“For example, ‘G’ is significantly rooted in and bounded by law, regulation and governance agreements, lending itself to a fair degree of precision. ‘G’ also generally is more historical than forward-looking and is substantially under the control of the registrant. ‘E’ has some similarities to ‘G’—for example, ‘E’ disclosure is often based on law and regulation or at least the effects of law and regulation. However, ‘E’ disclosure can be significantly forward-looking, including estimating or otherwise discussing the effects of current law and regulation as well as pending or potential regulation. We have long recognized there can be a substantial difference between historical information and forward-looking information. As I have previously discussed with this Committee, due to this complexity, I have concerns that imposing a uniform, mandatory disclosure framework for many areas [of] ‘E,’ ‘S’ and ‘G’ disclosures runs the risks of sacrificing what may be the more relevant, company-specific disclosure for the potential for greater comparability across companies.”

As he has historically, Clayton continued to promote the SEC’s longstanding disclosure framework as the right approach to ESG.

SideBar

Clayton has consistently been far from enthusiastic about marketwide ESG regulation: in the face of rulemaking petitions and other mounting calls for rulemaking that standardized ESG disclosure, Clayton’s view was “that in many areas we should not attempt to impose rigid standards or metrics for ESG disclosures on all public companies. Such a step would be inconsistent with our mandate, would be a departure from our long-standing commitment to a materiality-based disclosure regime, and could effectively substitute the SEC’s judgment for the company’s judgment on operational matters.” (See this PubCo post.) Instead, Clayton has favored application of “the ‘materiality’ based approach to disclosure regulation. This has been the commission’s perspective for 84 years and it has served our investors and markets very well. Keeping that perspective in mind is critical to our mission.” What that meant to Clayton was that if a matter was “going to affect the company’s bottom line or presents a significant risk to the business, I would expect them to do something about it. If the matter is material, I also would expect the company to disclose the matter and what they are doing about it. This is consistent with general fiduciary obligations of directors and officers, as well as our disclosure rules.” (See this PubCo post.)

In that regard, he has previously recommended a speech by Corp Fin Director Bill Hinman, which addressed the application of principles-based disclosure requirements to complex and evolving disclosure questions. In his speech, Hinman described “principles-based disclosure” as a framework where “requirements articulate an objective and look to management to exercise judgment in satisfying that objective by providing appropriate disclosure when necessary.” One benefit of principles-based disclosure was that its inherent flexibility allowed disclosure to evolve with emerging issues.

In the speech, Hinman viewed the issue of ESG disclosure as “complicated,” largely because of the tension between the desire of some for specific sustainability disclosure requirements—along with the debate about which set of reporting standards should apply—and the concern of others that specific sustainability disclosure requirements would elicit information that was not really material to a reasonable investor. (See, for example, this PubCo post and this PubCo post.) These issues had not yet settled out in the marketplace, and the SEC was continuing to monitor the evolution of market-driven solutions, comparing information in SEC filings with information provided voluntarily outside of SEC filings. In particular, the SEC was wary of imposing specific bright-line disclosure requirements that could increase the costs of being a public company without delivering relevant and material information to investors and others, thus potentially decreasing the attractiveness of public-company status.

In preparing principles-based disclosure regarding sustainability, Hinman advised that companies apply the MD&A standard of allowing investors to see the company “through the eyes of management,” including describing plans to mitigate material risks and the material impact of these decisions on the business. He suggested evaluating the disclosure relative to the disclosure that management provides to the board.

With regard to climate-related disclosures specifically, Hinman referred to the SEC’s 2010 interpretive release, which discussed the application of existing disclosure requirements to climate change issues. The approach taken there was consistent with the approach to cybersecurity—looking to the current disclosure obligations under existing laws and regulations for direction. Hinman cited as examples the discussions in the guidance of how “businesses that may be vulnerable to severe weather or climate-related events should consider disclosing material risks of, or consequences from, these events,” as well as the nature of the disclosure that a company should provide, if material, if the company “determines that its physical plants and facilities are exposed to extreme weather risks and it is making significant business decisions about relocation or insurance.”

Hinman noted that the guidance did not address the board’s risk management role in this area, but that board risk oversight, including the relationship between the board and senior management in managing material risks, was a disclosure requirement under Item 407(h) of Reg S-K and Item 7 of Schedule 14A. Accordingly, Hinman advised, “[t]o the extent a matter presents a material risk to a company’s business, the company’s disclosure should discuss the nature of the board’s role in overseeing the management of that risk.” Hinman suggested that the SEC’s cybersecurity guidance may provide useful parallels to sustainability and other emerging risks. (See this PubCo post.)

[Based on my notes, so standard caveats apply.]

At the Committee meeting, a Columbia professor specializing in sustainable finance discussed the “robust correlation” between measures of sustainability and financial performance, which has been demonstrated in thousands of studies. In particular, he cited a 2018 study of studies showing that sustainability measures were highly correlated with financial operating performance, but less so with market performance (suggesting that the market takes quite a while to catch up and recognize the benefit). He also observed that the largest asset managers have made clear that they do incorporate ESG information into their analyses. Many analysts tend to research outside of the financial statements for information that, although public, is not necessarily widely known, asking various stakeholders, employees, customers, regulators and others for ESG information.

A representative of AllianceBernstein, an investment manager, said that while they maintain one portfolio with an ESG mandate and one without, they incorporate ESG information in all of their actively managed portfolios because they believe that it drives better outcomes. Further, their analysts look at ESG issues for each company. For example, if a company is a significant carbon emitter, they might look into the potential for regulations or carbon taxes and consider what the impact might be on shareholder value. She also noted that, while they may use third-party ratings systems to a limited extent, for the most part, they consider them to be overly simplistic and backward-looking, taking into account only what can be measured, not what should be measured. The firm’s engagement process drives home the point that ESG matters. She also lamented the lack of quality standardized data, which makes it more difficult not only for their own analysts, but also for companies, which end up spending substantial time responding to multiple requests for different types of ESG data (referred to by a committee member as “survey fatigue”). In her view, ESG information was becoming increasingly material, and the SEC could take the lead in driving more complete and accurate standardized data.

A representative of Neuberger Berman, an asset manager, observed that there has been increased industry acceptance of the importance of ESG in influencing risk and return; over one-third of their clients now ask how ESG issues are considered, and, in North America, there was a 94% increase this year in inquiries about ESG. He favored a disclosure standard that was more holistic than a normative critique of a company—with more standardized information and dialogue, they would be better able to perform analyses and reach more qualitative conclusions. He agreed that third-party ratings providers were limited in scope and too backward-looking; they are useful primarily as a starting point. Therefore, multiple sources were important. He also observed that different managers followed different risk-return strategies, requiring different types of ESG information. Currently, evaluating the information is an imprecise task because of the “patchy” and inconsistent nature of the disclosure among companies. There is insufficient quality, decision-useful data, exacerbated by corporate greenwashing. With some exceptions, companies spend too much on corporate social responsibility reports that are not decision-useful or comparable. For example, a study found that only 25% included quantitative information. He also contended that companies collect much more data for internal purposes than they share publicly. Typically, companies are unwilling to share more information because their competitors are not disclosing it and it’s not legally required, which the SEC could address. But regulating is not the only approach; industry groups could do more, he said, citing as an example, the Edison Electric Institute, which has created a framework, informed by SASB (see this PubCo post), for the utilities segment. However, not all participate in these frameworks and their usefulness is constrained by the voluntary and consensus-building requirements of the process. The SEC could play more of a role, perhaps by developing safe harbors for disclosure or comply-or-explain disclosure requirements, focusing on financial materiality. He closed by adding that U.S. disclosure lags international markets in the ESG context.

A representative of State Street Global Advisors, the third largest asset manager, said that they view consideration of ESG as part of their fiduciary duty to clients. However, a recent survey found that availability of high quality information that was financially material, consistently disclosed and comparable across companies was one of the biggest challenges. And companies need guidance on how to measure and disclose ESG information in a standardized way. State Street leveraged SASB and other sources to develop their R-Factor™ (responsibility factor) scores for their voting and engagement process. According to State Street, “R-Factor™ is an ESG scoring system…that leverages multiple data sources and aligns them to widely accepted, transparent materiality frameworks to generate a unique ESG score for listed companies. R-Factor™ measures the performance of a company’s business operations and governance as it relates to financially material ESG challenges facing the company’s industry. It is designed to provide companies a roadmap to improve ESG practices and disclosure, and to help create sustainable capital markets.” They also use ESG information for client reporting and investment solutions. Depending on the type of investment strategy, some investment portfolios may require specialized data, but the information is always viewed through a lens of risk and return.

A representative of Calvert Research and Management, an investment manager, noted that 85% of the S&P 500 issue sustainability reports, but there is wide variation in the contents. They want companies to focus resources on the ESG risks and opportunities that are financially material. To the extent company disclosures are simply boilerplate, they are not particularly useful, but, she cautioned, without regulatory guidance, boilerplate would become more common. Studies have shown that ESG practices have converged, but that more differentiated practices are associated with better returns. How could disclosure of more relevant ESG information be encouraged? They supported the SEC’s recent first steps toward human capital disclosure. Overly prescriptive rulemaking can quickly become outdated, but the lack of comparability is also problematic. They supported a framework that combined principles and prescription, such as the SASB framework, which uses standardized industry-focused metrics and a disclose-or-explain approach. For its analysis, they use KPIs focused on peer groups, which differentiate by industry with regard to the environmental and social components, but not on governance.

In the ensuing discussion, a participant floated the idea of the SEC’s selecting an outside framework, such as SASB or TCFD, to mandate. Even though there are a number of frameworks, they are not regularly used or, if used, companies may respond selectively or fail to include quantitative data. One panelist observed that there is insufficient transparency into how companies determine which ESG issues are material for their financial performance. SASB was widely commended for its differentiation by industry, consistency of reporting and focus on financial materiality. One panelist said that there was broad consensus in the industry that SASB provides a common framework of decision-useful information that would be helpful to most investors. However, even among those who supported SASB, several considered SASB to be only a floor. One panelist suggested that, under SASB, it was easy for information to appear highly material even if, for that company, it was not.

SASB differs from TCFD in that it focuses on companies’ operations and factors the company can control, while TCFD focuses on climate and also has a strategic aspect. One panelist said that SASB looks at materiality from an immediate perspective, while TCFD also considered medium-term materiality. It was also noted that companies might need some assistance in understanding how to comply with the TCFD. One panelist observed that companies do not yet have the kind of infrastructure needed to readily obtain the necessary data for many frameworks, as evidenced by the mad dash at year end to put reports together. One panelist observed that, although many companies provide sustainability reports, less than a third include third-party assurance. How do investors know that the information provided is accurate and comparable across companies? That is the assurance that regulation would provide.

While it was desirable to avoid burdensome regulation, the low level of current requirements was problematic in one panelist’s view. But the panelists all seemed to consider it advisable to try to nudge companies toward some kind of framework for purposes of consistency, a process the SEC could do well. One panelist noted the need to recognize the difficulty of building consensus for a framework. One panelist commented that a way to build consensus would be to prioritize the easiest topics, such as energy use, where there seems to be some agreement about the measures, or climate. Another recommendation was to start with human capital management, which the SEC has already begun to tackle. (See this PubCo post.) Several participants lamented the possible adverse effect of the new SEC proposal to modernize the shareholder proposal process on smaller holders, particularly with respect to the potential for limitation of submission of climate-related proposals. Even small holders can be canaries in the coalmine. (See this PubCo post.)

One committee member said that it would have been helpful to have included some panelists with a perspective that was skeptical of ESG. As the lone committee member objecting to a more pronounced role for the SEC—or at least the only one that was vocal about it—he raised the possibility of adverse consequences if the SEC mandated ESG disclosure, including potential disclosure of proprietary information as well as litigation risk. The SEC should limit its role to policing disclosures. In addition, in his view, the empirics related to many ESG issues is more mixed than some might suggest. He also remarked that, according to many ESG skeptics, ESG is used simply as a way for analysts or advisors to follow their own personal political preferences, rather than as indications of performance.

SideBar

As discussed in this PubCo post, according to this recent study from consulting firm McKinsey, investors want to see a different kind of sustainability reporting. The authors observe that, in light of mounting evidence “that the financial performance of companies corresponds to how well they contend with environmental, social, governance (ESG), and other non-financial matters, more investors are seeking to determine whether executives are running their businesses with such issues in mind.” Although there has been an increase in sustainability reporting, McKinsey’s survey revealed that investors believe that “they cannot readily use companies’ sustainability disclosures to inform investment decisions and advice accurately.” Why not? Because, unlike regular SEC-mandated financial disclosures, ESG disclosures don’t conform to a common set of standards—in fact, they may well conform to any of a dozen major reporting frameworks and many more standards, selected at the discretion of the company. That leaves investors to try to sort things out before they can make any side-by-side comparisons—if that’s even possible. According to McKinsey, investors would really like to see some type of legal mandate around sustainability reporting.

In response to a question from McKinsey about sustainability standards, 14% of investors said there should just be fewer standards, but an overwhelming 75% of investors said there should be only one standard. Executives had a similar perspective: 28% said there should be fewer standards, and 58% said there should be only one standard. In addition, the vast majority of investors agreed or strongly agreed that more standardization would help with effective capital allocation (85%) and with more effective risk management (83%). A similar majority of executives agreed or strongly agreed that more standardization would help their companies benchmark against their peers (80%) and enhance their companies’ ability to create value or mitigate risk (68%). What’s more, 82% of investors said companies should be legally required to issue sustainability reports and, surprisingly, 66% of executives agreed.

[View source.]

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Cooley LLP | Attorney Advertising

Written by:

Cooley LLP
Contact
more
less

Cooley LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.