Blog: What happened at the Corp Fin roundtable on short-termism?

Cooley LLP

Cooley LLP

Corp Fin has recently focused on the issue of corporate reporting and short-termism. At the end of last year, the SEC posted a “request for comment soliciting input on the nature, content, and timing of earnings releases and quarterly reports made by reporting companies.” (See this PubCo post.) Following up, Corp Fin then organized a roundtable, held last week, to discuss the issues surrounding short-termism. The roundtable consisted of two panels: the first explored “the causes and impact of a short-term focus on our capital markets,” with the goal of identifying potential market practices and regulatory changes that could promote long-term thinking and investment. In part, this panel developed into a debate about whether short-termism was actually creating a problem for the economy at all. In that regard, several of these panelists were quick to cite the oft-cited academic study revealing that “three quarters of senior American corporate officials would not make an investment that would benefit a company over the long run if it would derail even one quarterly earnings report.” (See this PubCo post and this article in The Atlantic.) Could the reason be a misalignment of incentives? The second panel was centered on the periodic reporting system and potential regulatory changes that might encourage a longer-term focus in that system. Does the current periodic reporting system, along with the practice of issuing quarterly earnings releases and, in some cases, quarterly earnings guidance contribute to or encourage an overly short-term focus by managers and other market participants? On this panel, the headline topic notwithstanding, the discussion barely touched on short-termism; rather, the focus was almost entirely on regulatory burden. At the end of the day, is the SEC seriously considering making changes to periodic reporting?

(Based on my notes, so standard caveats apply.)

Echoing his remarks in connection with the announcement of the roundtable in May, SEC Chair Jay Clayton observed that the needs of “Main Street investors” must be the focus, and they are investing for the long term—for their retirements or other life events. As he noted in May, their needs have changed; they now have a longer life expectancy, and, in light of the shift from the security of company pensions to 401(k)s and IRAs, they now have greater responsibility for their own retirements. However, from time to time, they also need liquidity and the SEC’s disclosure system should foster both of these needs—long-term perspective and liquidity when needed. During the course of the panels, Clayton expressed his concern, notwithstanding the country’s positive overall economic performance, that a changing dynamic was driving more companies to the private markets. There were now fewer benefits arising out of being public: while public companies still benefited from the “rigor” associated with being public, control had diminished under the current governance model, with more control exercised by shareholders (think hedge-fund activists). In addition, there were more disclosure requirements, which, while beneficial to investors, can also affect the way companies manage their businesses. At the end of the day, he was concerned that, in 10 years, the general public would not be able to participate in 70% of the economy because those companies would be privately held.

Capital markets panel. This panel began with an academic essentially questioning the roundtable’s underlying premise: he did not believe that short-termism created a significant economic problem. In essence, he did not find evidence of the costs typically attributed to short-termism—declines in capex and R&D or an increase in stock buybacks. More specifically, he said that capex declined less in the U.S. than in any of the other OECD countries. Rather than buybacks killing cash, he argued that, with interest rates so low, it was economically sensible for companies to borrow funds to buy back stock, leading to a “massive recap” of public companies. With regard to R&D, that investment has been rising over the last 40 years. There has been a decline in only one sector, he said, government spending on basic research, which has declined by 20%. And that, he said, is significant because much of post-World War II growth in the economy developed out of basic government research. (Check out The Fifth Risk by Michael Lewis.) Looking at the issue from a macroeconomic perspective, he argued that, even if some companies have a problematic short-term focus, as long as others compensate by taking a long-term view, there is no problem across the economy. Moreover, he said, the market caps of many companies demonstrate a long-term focus because they are “justified” by their anticipated value in the future, not their current levels of profitability. In addition, he said, we should celebrate our vibrant private markets, not worry about it. Nor did he believe that the data on long-term returns following hedge-fund attacks (which was mixed) supported a view of hedge-fund activism as a cause of short-termism.

Lining up with the academic panelist was an institutional investor, who likewise did not view short-termism as a major problem. Rather, he characterized it as a “touchy issue” because there was a slippery slope between a legitimate long-term focus and a lack of accountability. In some cases, he said, when the market reacts negatively to company performance, the company deflects by telling the investors that their focus is too short term. The empirical data, he said, showed that a large percentage of unprofitable companies in the Russell 2000 are trading at record highs, basically on the expectation of future profits in the long term, echoing the point made by the prior panelist.

Taking the other side, another panelist described a recent survey of CEOs, in which 85% thought that short-termism was a problem. However, there was no consensus as to the reasons for it.


Much has been written about the problems associated with the prevalence of short-term thinking in corporate America. There are, of course, many points of view with regard to the causes of short-termism, with blame attributed to, among other things, executive compensation (see this PubCo post and this PubCo post), pressure from Wall Street to increase quarterly results (see this PubCo post), traders’ compensation (see The Atlantic), the “legal underpinnings” of capital markets regulation and the business model and prevailing culture of the investment management industry (see this PubCo post), caselaw regarding directors’ fiduciary duties (see this PubCo post), and, perhaps most significant, hedge-fund activism (see this PubCo post).

In that survey, these CEOs expressed frustration with a market structure that they viewed as not conducive to long-term thinking. For example, the quarterly earnings call tends to dominate the discourse, they said, but it was challenge to refocus it toward the long term. The panelist, however, said that companies actually have more agency than they might think: by framing their disclosure and the context of their performance with a long-term focus, they may be able to “select” their own investors that share their long-term perspective. Another panelist observed that companies with a long-term orientation tend to prosper. Notably, however, in the 2008 financial crisis, these firms were punished more severely in the market, but also had stronger recoveries.

A corporate attorney on the panel contended that it was a mistake to look at the issue of short-termism from a macroeconomic level; after the 2008 crisis, reduced access to cash, as well as fear of approaches by hedge-fund activists, led many companies to increase their cash reserves instead of making long-term investments in the company and its employees. These investments, he observed, were not necessarily rewarded in the market. Activists tend to have a short-term focus and have pressured many companies —especially smaller companies—with cash reserves to return capital through buybacks or otherwise. He recommended that institutional investors that vote in favor of activists articulate the reasons for that decision.

Looking at the markets, another institutional investor indicated that, on the index side, the interests were primarily about governance and other long-term concerns; that was not necessarily the case, however, on the active trading side. He did see short-termism and the reduction in the number of public companies as a problem, but he did not see the problem as an “either/or.” Rather, he said, public company boards needed to be more agile and manage for both the long term and the short term. He attributed the problem of short-termism to a misalignment of incentives, beginning with the confluence of deeply embedded incentive schemes that have long pushed short-term interests, including, for example, incentives on the market side that reflected the increased significance of trailing 12-month performance and, for companies, large components of equity compensation for management triggered by short-term performance goals. With that as the root cause, he suggested, an answer might lie in shifting the focus to long-term incentives. He indicated that some benefit might result from the new broker fiduciary rules and from the increased attention to long-term plan metrics and investor dialogue that have stemmed from say on pay. He also discussed the need for companies to promote their long-term strategies and marry those with investor needs, such as by laying out their core purposes and how they plan to address big trends and big risks. This type of disclosure would help provide a context in which investors could better judge “misses.”

Similarly, another panelist described a potential framework for long-term disclosure, involving themes such as mega-trends (such as AI), plans regarding human capital and long-term capital allocation. In addition, it was suggested that companies give any guidance on a long-term basis, including ESG-related risks and opportunities. The panelist also suggested that building relationships with long-term investors could be a way to help fend off activists.

Another panelist advised that companies avoid quarterly guidance, suggesting that it was a myth that guidance lowered volatility or increased valuation; in her view, guidance just attracted short-term traders. She suggested focusing more on cumulative year-to date information. She also agreed that incentives were a major driver of short-term behavior and suggested long-term performance metrics and lock-ups for equity granted to board members. Another panelist countered that companies often say they have no choice but to give quarterly guidance because the competition is providing it.

In terms of suggestions for regulatory action, several panelists suggested that the SEC take steps to prevent or discourage quarterly guidance, which the regulators present acknowledged was not really in the cards. Alternatively, it was suggested that the SEC issue a statement that it was not required. One panelist suggested the SEC beef up the Schedule 13D disclosure and address proxy plumbing issues. (See this PubCo post.) Another panelist questioned whether the SEC could strengthen safe harbors for long-term projections.

Quarterly reporting panel. As noted above, there was very little attention on this panel to short-termism. No one seriously suggested that moving from quarterly to semi-annual reporting would somehow be an antidote to short-termism. Instead, the panel was primarily focused on the burdens associated with quarterly reporting and why it would be advantageous to reduce those burdens. The question came down to whether it would be preferable to streamline the 10-Q requirements or move to some type of semiannual reporting.

A panelist representing the Society for Corporate Governance reported that, in a survey of 250 respondents (1/2 small companies), 90% said that the 10-Q process is complex and burdensome, with the average company spending five months on these documents. Significantly, they also observed that the 10-Q is rarely impactful: the stock price is seldom affected and most of the questions emanate from the earnings release, not the 10-Q. Over 40% of these respondents would prefer a different “supplemental” approach that involved a reimagined 10-Q/earnings release process with an enhanced release and less comprehensive or less frequent 10-Q, but changed their views if they would need to “file,” as opposed to “furnish,” the 8-K that included the earnings release. One concern was that “filing” could chill disclosure.

Another panelist reported on a different survey showing that 17% of companies received a question on the 10-Q, while 52% received one to four questions. According to that survey, over 850 hours was spent on average each quarter complying with the process. Once again, the survey showed that the focus of investors is on the earnings release. Anecdotally, one panelist noted that, at his company, trading volume was usually three to four times higher on the day of the earnings release. Overall, many thought their time and money would be better spent elsewhere than on quarterly reporting. Over 70% indicated that they would prefer a more detailed earnings release rather than a 10-Q, or at least the availability of an alternative approach that involved a less prescriptive or less frequent 10-Q.

One panelist noted that the EU had moved from quarterly to semi-annual reporting. Nevertheless, some companies still elected to report on a quarterly basis. But the option was available, and the flexibility especially benefited smaller companies. Perhaps a pilot program for smaller companies would be worth a try? Others suggested alternative methods of disclosure, such as company dashboards or a “company profile” system.


The “company profile” approach was floated by former SEC Chair Mary Jo White back in 2013. That approach would have included a “filing and delivery framework based on the nature and frequency of the disclosures, including a ‘core document’ or ‘company profile’ with information that changes infrequently. Companies could then be required to update the core filings with information about securities offerings, financial statements, and significant events.” (See this News Brief.) The same concept was recommended for further study and consideration in the staff’s 2013 S-K Study, the Report on Review of Disclosure Requirements in Regulation S-K, required by Section 108 of the JOBS Act. It was later discussed, along with some countervailing considerations, by then-Corp Fin Director Keith Higgins in 2014 (see this PubCo post). But nothing materialized from these discussions.

There were several issues arising out of optional approaches that reduced the size or frequency of the 10-Q:

  • What would be the role of auditors in review of the financials?
  • What happens to the management certifications?
  • Would the earnings release need to be “filed” (as opposed to the most common current approach of “furnishing” the 8-K only)?
  • How would incorporation by reference for Securities Act filings work?
  • Where would the complete financials and footnotes be located?
  • Where would the MD&A fit?
  • And then, what about XBRL? (It was noted here that many issuers find XBRL expensive and very time-consuming and highly doubt its usefulness, not to mention that the SEC has just increased the XBRL burden for companies. Another panelist quoted an issuer as describing it as the “worst part” of the process.)


As reported in this article from Bloomberg BNA, speakers at the American Accounting Association conference held in August 2018, including a FASB member and accounting technology experts, appear to have been downright hostile to XBRL (eXtensible Business Reporting Language). The FASB member was reported to have told the audience that, because some companies “don’t finalize their XBRL tagging until nearly 60 days after they have filed their financial statements,” the information arrives “too late for investors to use to for making decisions. So much other valuable analytical information has already become available, he said.” Instead, he commented, more often, “analysts and investors are relying on earnings releases to make their decisions.” Moreover, the development by companies of their own unique XBRL tags “has undermined a major purpose of XBRL—the ability to compare financial performance of companies involved in similar enterprises.” He observed that “as many as five different tags can be created for the same piece of information. XBRL’s lack of standardization makes comparing the same type of performance information impossible…” As a result, he reportedly concluded, XBRL has been rendered “nearly useless as an investment tool.” For XBRL “to succeed in expanding data that provides an accurate picture of how a company actually performs,” he said, “standardized methods to apply it to financial reporting must be devised.” (See this PubCo post.)

And, as discussed in this 2013 article in Compliance Week, “If You Build It, They May Not Come,” a report from Columbia Business School suggested that the time-consuming and costly effort to implement XBRL “might have been a colossal waste of time.” According to the report, the investors and analysts that were supposed to benefit from XBRL “don’t seem to be using it. According to the report’s authors,… analysts and investors remain skeptical about XBRL and have many concerns about its utility. The main complaint, according to the study, is that the data is still unreliable and fraught with errors. ‘We could not identify any users or potential users who were comfortable with the reliability of the XBRL-tagged data currently available,’ the authors write.” Apparently, a major problem is that companies are still using too many company-specific tags, known as “extensions,” rather than existing tags. Other problems identified in the report include the unavailability of XBRL for much of the other information that analysts use in their models and analyses, as well as the dearth of analytical tools that make use of XBRL. (See this PubCo post.)

On the institutional side, however, the 10-Q was viewed by a CII representative as important for transparency and for the discipline that the process brings. The preferred approach would be to streamline the 10-Q, but not reduce the disclosure of critical information or the frequency of reporting. To reduce the frequency of 10-Q reporting might reduce preparation costs, he said, but would certainly increase the cost of capital. However, a pilot program looking at a reduced frequency for a small subset of companies, such as small unlisted companies that were not heavily traded, might be a reasonable compromise. (And perhaps, the panelist suggested, governance and sustainability disclosure could be incorporated into any new framework?) Another panelist suggest that flexible frequency was a kind of red herring, at least for larger companies, which might regularly conduct stock buybacks or other transactions that would require quarterly disclosure. Concerns were also raised about investor trust in the markets.

An accountant on the panel noted that the rarity of changes from the earnings release to the 10-Q attested to the quality of earnings releases. In his view, streamlining the 10-Q could lead to more innovations. For example, he suggested that, consistent with Article X of Reg S-X, the 10-Q should really be viewed as more of an update of the 10-K. That would mean more focus on year-to-date information rather than quarterly information, without the need for two sets of financial statements and two sets of notes, reducing redundancy and introducing more of a long-term bias. Summary quarterly information could be included in the 10-K instead. The approach was likened to reporting the score in a football game—you don’t really care much about the score in each quarter, just the cumulative score. In that same vein, other panelists concurred with the YTD approach and also suggested more aggressive streamlining, for example, through simplifying the notes, permitting disclosure of information through other means, and revisiting XBRL. It was also suggested that the SEC use its bully pulpit to advocate streamlining. As a first step, perhaps public companies should ask their investors what types of information they really needed?

In addition, with regard to frequency, the accountant observed that the rigor and management controls associated with quarterly reporting help to identify problems on a timely basis. One possibility, however, was to allow a reduced level of reporting for some quarters, such as a less robust first and third quarters, while maintaining the same rigor and controls. On the other hand, it was noted that that approach could create comparability and asymmetry issues.

When asked about impact of quarterly guidance, the CII representative suggested that it unduly incentivized short-termism. Another panelist contended that companies would happily forego guidance—the question was really one of expectation. An attorney on the panel suggested that the problem was not guidance but rather quarterly earnings hysteria in the market; however, he acknowledged that, unfortunately, the SEC had only a limited mandate here and no real toolbox. The SEC, he suggested, should study the incentives promoting this hysteria. The representative from the Society for Corporate Governance suggested that analysts would still give estimates, so even if guidance were not provided, short-termism would still flourish. Another suggestion was for the SEC to require meaningful disclosure regarding short sales.


In this WSJ op-ed, investor Warren Buffett and JPMorgan CEO Jamie Dimon advocated a move away from quarterly guidance, but reaffirmed their support for quarterly reporting. (See this PubCo post.) In addition, a group of prominent CEOs of major public companies and institutional investors have developed a list of “commonsense corporate governance principles,” designed to generate a constructive dialogue about corporate governance at public companies. With regard to earnings guidance, the group maintained that a “company should not feel obligated to provide earnings guidance—and should determine whether providing earnings guidance for the company’s shareholders does more harm than good. If a company does provide earnings guidance, the company should be realistic and avoid inflated projections. Making short-term decisions to beat guidance (or any performance benchmark) is likely to be value destructive in the long run.” It’s worth noting here that many smaller companies feel compelled to provide earnings guidance or risk loss of analyst coverage. With regard to quarterly reporting, the view of the group was that companies “should frame their required quarterly reporting in the broader context of their articulated strategy and provide an outlook, as appropriate, for trends and metrics that reflect progress (or not) on long-term goals.” (See this PubCo post.)

Interestingly, Chair Clayton seemed to be entertaining the possibility of making some kind of change. If it’s rare that the market moves on filing of the 10-Q if the release was issued earlier, then what is the market telling us, he questioned? Can this process be done more efficiently? In other OECD markets, the level of disclosure is narrower and less detailed and some report on a semi-annual basis, yet there is no resulting market discount. Of course, he said, the time spent by private companies on financial reporting is less—and should be less—but should it be five times less? Another factor to take into account, he observed, is that we now have more of a continuous disclosure system than we had 20 or so years ago. Can we achieve a more efficient process without a decrease in rigor?

[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

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 (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

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 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 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 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

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:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (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
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit 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 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:

- 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.