THE CORPORATE FORUM

INTRODUCTION In GameStop and the Resurgence of the Retail Investor, Jill E. Fisch masterfully weighs the advantages and risks associated with the rise of retail investors.1 After a detailed analysis, Fisch welcomes the resurgence of retail investors as a new reality that should be embraced by society, corporations, the market, and regulators.2 Despite saluting the resurgence of retail investors as good news, Fisch also cautions about risks associated with the growth of retail investors.3 In our response, we focus on one of the risks associated with the growth of retail investing that Fisch surveys: uncontrolled information sourcing.4 Drawing on our work on retail investors, we revisit an instrument dear to the Securities and Exchange Commission ("SEC"), whose potential has not yet been unleashed: the corporate forum. In 2008, the SEC adopted regulations that encouraged the use of shareholder e-forums.5 More specifically, the SEC adopted Rule 14a-17 providing that registrants, shareholders, and third parties acting on behalf of registrants or shareholders who create, operate, or maintain a forum will not incur federal securities liability for statements made or information provided by other parties in the forum.6 The SEC also added a section to Rule 14a-2 exempting solicitations made in a shareholder e-forum from the proxy solicitation rules if certain conditions are satisfied.7 In adopting these rules, the SEC purposely provided for flexibility in creating and maintaining forums "to facilitate experimentation, innovation, and greater use of the Internet to further shareholder communications. Young generations of investors rely on social media and then friends, family, podcasts, and traditional investing sites to source investing information.20 The reliance on sources other than unwieldy mandated disclosure is explainable with Millennials and GenZ'ers' preference for processed information, readily available for consumption.21 As Fisch cautions, however, the reliance on online sourced information is accompanied by the potential for misinformation.22 In addition, even before these new generations of retail investors recently emerged, studies had found that retail investors were not reading the extensive disclosure of companies in which they invested.23 Moreover, canonical sources of information such as mandatory disclosure could prove hard to navigate and comprehend for the average citizen with small investments. [...]retail investors often miss out on a key