For the last few weeks, when I run across an interesting article or memo, I post a link to it on my Twitter feed. I appreciate the ease and rapidity of the Twitter service, and I find its 140 character limit a useful oulipo exercise that can beneficially tone one’s writing, so I encourage you [...]
Monthly Archives: May 2009
The Pill’s Antidote
Senator Schumer’s proposed Shareholder Bill of Rights would impose one-year terms on public company directors, thereby eliminating staggered boards.
The trend has already been to move away from staggered boards: Shearman & Sterling’s 2008 corporate governance survey showed that only 27 of the 100 largest U.S. public companies had classified boards.
When a company eliminates its staggered [...]
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Why Our Agreements Look Like Crap
You might think corporate lawyers, whose professional lives depend on words, who are often known to others only through their words, would care how those words look. You might think that, but you’d be wrong, at least judging from the persistent kludginess of the agreements clogging up my inbox.
After reviewing Matthew Butterick’s wonderful Typography for [...]
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Best Client Memos: Change in Control Definitions
This week I read two client memos that together offer a useful primer on contractual change in control definitions.
In “Change of Control – Is It or Isn’t It?” Weil Gotshal offers an overview of the change in control definition you typically see in a debt instrument’s change in control put, highlighting some of the key [...]
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My Say on Say on Pay
It is all but certain that Senator Schumer’s forthcoming Shareholder Bill of Rights will include a say on pay requirement and, I assume, it is all but certain that a say on pay requirement will be passed into law.
Whether say on pay should be the law of the land is an interesting issue that, I [...]
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The Right Termism
Senator Schumer’s draft Shareholder Bill of Rights Act of 2009 includes a finding that the “most basic duties” of management and boards require them:
to enact compensation policies that are linked to the long-term profitability of their institutions, … and most importantly, to prioritize the long-term health of their firms and their shareholders….
This focus on the [...]
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Best Client Memos: An Introduction
Sure, the destruction of our financial system, the evaporation of our savings and the world’s plunge into the Great Recession (or the Not-So-Great Depression) has had its downsides, but it’s not all doom-and-gloom. As the world we knew sinks into the sea of uncertainty, let’s not lose sight of a silver lining: the historic underemployment [...]
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The Great Man Theory and Executive Compensation
“The history of the world is the biography of great men.” That statement by Thomas Carlyle, a nineteenth century historian, embodies the Great Man Theory of history, in which historical events are explained by the people who led them.
These days, professional historians shun the Great Man Theory of history. Instead, they focus on the social, [...]
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The More Things Change
Reading excellent accounts of two of our more notorious scandals du jour – Madoff and Stanford – called to mind Yellow Kid Weil and his “Get Rich Quick Bank.”
Yellow Kid Weil was a con man, famous for saying he promised something for nothing and delivered nothing for something. As detailed in his fascinating book Con [...]
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