2021 Articles

The New Separation of Ownership and Control: Institutional Investors and ESG

Mahoney, Paul G.; Mahoney, Julia D.

Scholars and policymakers have long debated whether corporations should serve social purposes at the expense of shareholder wealth. The SEC was recently drawn into the debate as it faces calls to mandate environmental, social, and governance (ESG) disclosures. This Article urges the SEC to proceed with caution. The adoption of ESG disclosure mandates in order to serve environmental or social goals is not well-aligned with the SEC’s stated mission of protecting Main Street investors and maintaining fair, orderly, and efficient markets. Accordingly, the SEC should decline to act absent a showing that ESG disclosures will serve the financial interests of the households for whom institutional investors are fiduciaries and whose retirement and other savings they manage.