Federal Rules of Appellate Procedure 2014-2015, 2014a

subdivision (a).
Subdivison [sic] (a). The amendment deletes the requirement that a corporate party
identify subsidiaries and affiliates that have issued shares to the public. Although several circuit
rules require identification of such entities, the Committee believes that such disclosure is
unnecessary.
A disclosure statement assists a judge in ascertaining whether or not the judge has an
interest that should cause the judge to recuse himself or herself from the case. Given that purpose,
disclosure of entities that would not be adversely affected by a decision in the case is unnecessary.
Disclosure of a party's parent corporation is necessary because a judgment against a
subsidiary can negatively impact the parent. A judge who owns stock in the parent corporation,
therefore, has an interest in litigation involving the subsidiary. The rule requires disclosure of all of
a party's parent corporations meaning grandparent and great grandparent corporations as well. For
example, if a party is a closely held corporation, the majority shareholder of which is a corporation
formed by a publicly traded corporation for the purpose of acquiring and holding the shares of the
party, the publicly traded grandparent corporation should be disclosed. Conversely, disclosure of a
party's subsidiaries or affiliated corporations is ordinarily unnecessary. For example, if a party is a
part owner of a corporation in which a judge owns stock, the possibility is quite remote that the
judge might be biased by the fact that the judge and the litigant are co-owners of a corporation.
The amendment, however, adds a requirement that the party lists all its stockholders that
are publicly held companies owning 10% or more of the stock of the party. A judgment against a
corporate party can adversely affect the value of the company's stock and, therefore, persons
owning stock in the party have an interest in the outcome of the litigation. A judge owning stock in
a corporate party ordinarily recuses himself or herself. The new requirement takes the analysis one
step further and assumes that if a judge owns stock in a publicly held corporation which in turn
owns 10% or more of the stock in the party, the judge may have sufficient interest in the litigation
to require recusal. The 10% threshold ensures that the corporation in which the judge may own
stock is itself sufficiently invested in the party that a judgment adverse to the party could have an
adverse impact upon the investing corporation in which the judge may own stock. This
requirement is modeled on the Seventh Circuit's disclosure requirement.
Subdivision (b). The language requiring inclusion of the disclosure statement in a party's
principal brief is moved to this subdivision because it deals with the time for filing the statement.
Committee Notes on Rules—2002 Amendment
a. Alternative One [At its June 7–8, 2001, meeting, the Committee on Rules of Practice and
Procedure voted to reject Alternative One.]
Subdivision (a). Rule 26.1(a) presently requires nongovernmental corporate parties to file a
"corporate disclosure statement." In that statement, a nongovernmental corporate party is required
to identify all of its parent corporations and all publicly held corporations that own 10% or more of
its stock. The corporate disclosure statement is intended to assist judges in determining whether
they must recuse themselves by reason of "a financial interest in the subject matter in controversy."
Code of Judicial Conduct, Canon 3C(1)(c) (1972).
Rule 26.1(a) has been amended to require that nongovernmental corporate parties who
currently do not have to file a corporate disclosure statement—that is, nongovernmental corporate
parties who do not have any parent corporations and at least 10% of whose stock is not owned by
any publicly held corporation—inform the court of that fact. At present, when a corporate
disclosure statement is not filed, courts do not know whether it has not been filed because there