SEC Chairman Schapiro’s Congressional testimony yesterday included the following promise of new disclosure requirements:
Next month we will take up a broad package of corporate disclosure improvements, all designed to provide shareholders with important information about their company’s key policies, procedures and practices, including compensation policies and incentive arrangements…. Also, shareholders should understand how compensation structures [...]
Author Archives: Mike O'Sullivan
Same Pointless Disclosure, None of the Fun
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The Enforcement Scorecard
From “In Cox Years at the SEC, Policies Undercut Action”:
During Cox’s tenure, penalties imposed on companies fell 84 percent, from $1.59 billion in 2005 to $256 million in 2008.
Speaks for itself, doesn’t it? The Washington Post seems to think so, printing the above sentence without further explanation.
But I wonder.
Was the level of culpable conduct similar [...]
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Tweet Dump
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 [...]
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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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