Legalese is out at the SEC. If reformers have their way, so is jargon’s derivative: ‘bifurcated communication’. That is what can happen when lawyers fail to work closely enough – or at all – with investor relations officers (IROs) when preparing regulatory disclosure documents, resulting in proxy statements, 10Ks and other filings that are indecipherable or uninformative.
IROs have long been putting their stamp on unofficial communications like the n...
Recent articles
When he wasn’t hanging around the Algonquin Hotel’s Round Table with James Thurber and Dorothy Parker, humorist Robert Benchley wrote some pretty droll essays. In one, Insomnia Cure, he said:
‘Those great ideas which come to you in your sleep just before you awake in morning, those solutions to the world’s problems which, in the light of day, turn out to be duds of the puniest order, couldn’t they be put to some use, after all?’
One of the gr...
The options backdating scandal at UnitedHealth Group is the latest corporate offense to focus attention on the perils of a weak board. Like many scandals, it has resulted in some unexpected consequences, including a creative change to the company’s governance and independence structure.
Shareholder suits, federal and state investigations, an earnings restatement and the disappearance of billions in market value followed reports showing that CEO William McGui...
It was called a Christmas gift for corporate executives, but it certainly wasn’t a reward for corporate secretaries. On December 22, the SEC suddenly revised the reporting requirements for stock options, stating that the summary compensation table only must show options vesting in the current year.
Critics read the move as an about-face by the SEC following its overhaul of compensation disclosure this past July. House Financial Services chairman Barney Fran...
Investigations into corporate behavior have become much more aggressive over the past several years. The long-established principle of attorney-client privilege, according to most in-house legal experts, has been almost completely eroded, and companies are constantly confronted with demands for waiving privilege from government investigators.
The erosion of privilege is generating serious concerns in the corporate community, and several campaigns have been la...
America’s corporate leaders may feel as though they have woken up in boot camp. As the 2007 proxy season looms large, CEOs, their boards, in-house legal teams and those tasked with corporate reporting and compliance are mustering their troops, checking their defenses and, in many cases, drawing up battle plans.
For those looking to get through proxy season unscathed by messy shareholder proposals or costly proxy fights, Corporate Secretary asked Institu...
As corporations across the United States and around the world are coming to terms with new compliance and governance realities, the role of executives in these fields has risen from being viewed as a necessary evil to among the top strategic positions. As many companies can attest, any failure, real or perceived, in compliance or regulatory matters has a serious effect on share price, morale and reputation. Sometimes, even something as minor as missing a rou...
What’s going on in gentlemanly old Europe, where investor activism was once considered as strange and indecorous as riding a wild bronco? Formerly a bastion of family ownership and boards comprised entirely of insiders who answered to no one, Europe’s corporate landscape is changing.
The legal framework has transformed considerably and now includes new rules governing executive compensation, related-party transactions, director independence and voting ri...
Getting out the vote has a new meaning in the world of corporate proxies. The decision by the SEC in December to okay electronic distribution of materials will help muster more votes from retail investors, according to some experts in the field. But there is another side to the story.
A couple of groups that speak out for small investors are saying fewer people may vote. And from there, this simple matter just gets more and more complex.
The largest chu...
To the casual news observer, it may seem as if corporate executives have traded in their Rolex wristwatches for stainless-steel handcuffs. The parade of top-tier corporate leaders who are departing in the wake of scandal continues to grow in ever-increasing numbers.
Many of these executives are obscure players, but some have achieved legendary, one-name status usually observed for rock stars (Lay and Skilling, for instance). And new players continue to be adde...
