CCRcorp Sites  

The CCRcorp Network unlocks access to a world of insights, research, guides and information in a range of specialty areas.

Our Sites


A basis for research and practical guidance focusing on federal securities laws, compliance & corporate governance.


An educational service that provides practical guidance on legal issues involving public and private mergers & acquisitions, joint ventures, private equity – and much more.


The “one stop” resource for information about responsible executive compensation practices & disclosure.

Widely recognized as the premier online research platform providing practical guidance on issues involving Section 16 of the Securities Exchange Act of 1934 and all of its related rules.


Keeping you in-the-know on environmental, social and governance developments

No matter where you fall in the spectrum of ESG materiality, investors are always in there somewhere. In the US, materiality is based in financial reporting and on the principle of a “reasonable investor” – something I wrote about in Killing Sustainability:

“[Materiality] is not defined so much as it is explained in the 1976 U.S. Supreme Court decision TSC v. Northway. The Court stated that for a matter to be considered financially material, ‘there must be a substantial likelihood’ that non-disclosure would be ‘viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.’”

Yesterday, Bloomberg‘s Matt Levine offered a modern take on “reasonable investors” potentially apropos to ESG-focused investors. He writes a federal judge ruled that the use of an emoji in a tweet (combined with an updated 13D disclosure) is securities fraud. Levine then questions whether reasonable investors are always a good way to think about materiality:

“… in the world of meme stocks, there are no reasonable investors. What matters is not cash flows or business plans but memes and influencers, and so the standards for fraud are … perhaps different? In the world of meme stocks, if you are a meme-stock influencer, and you tweet a moon emoji when you are in fact feeling pensive-face-emoji, then arguably you are lying, and arguably your misleading emoji is material to your meme-stock fans. They are not reasonable, necessarily, but they are the investors you’ve got, and if the stock doubles due to your emoji then I guess it was material.”

Unreasonable investors and influencers, with very different ideas about what is material, could make an ESG issue the reason a stock gets “memed.” That would change which issues are “material” as the meme may encompass more than what you considered. This is aligned with what Zach wrote about yesterday. One could argue some companies are already concerned about this in a related context: anti-ESG trends are being disclosed as a new 10-K risk.

ESG messaging and communications just got a little more complicated. At the very least, avoid using emojis.

Back to all blogs

The Editor

Lawrence Heim has been practicing in the field of ESG management for almost 40 years. He began his career as a legal assistant in the Environmental Practice of Vinson & Elkins working for a partner who is nationally recognized and an adjunct professor of environmental law at the University of Texas Law School. He moved into technical environmental consulting with ENSR Consulting & Engineering at the height of environmental regulatory development, working across a range of disciplines. He was one… View Profile