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I’m serious

By Robert B. Lamm

June 30, 2020

Readers of this blog know that my posts tend to be on the light side – even when addressing subjects I regard as important, I find it hard to avoid at least a touch of sarcasm or irony. Each posting also includes a picture intended to be humorous. This is not a usual posting, however. This time, I’m writing from my heart on a subject that can’t be treated with humor, irony, or sarcasm. And…

The Securities Edge

When it comes to perquisites, caveat discloser

By Robert B. Lamm

June 23, 2020

As noted in a prior post, every now and then the SEC Enforcement Division likes to remind companies of the requirement to disclose personal benefits, or perquisites. I’d even hazard a guess – completely unsubstantiated by research – that enforcement actions regarding perquisite non-disclosure make up a significant percentage of enforcement actions concerning proxy statements. And yet, companies seem to keep forgetting about perks disclosure. In some cases, the companies’ disclosure controls may not…

The Securities Edge

Of shields and swords, pigs and hogs

By Robert B. Lamm

June 11, 2020

About two years ago, I wrote a post about director compensation, quoting the old saw that pigs get fat but hogs get slaughtered. Given what I’ve been reading of late, I think it’s time for a refresher, but this time I’m discussing executive, rather than director, compensation. With the onset of the COVID-19 pandemic, a number of companies or their executives took action to reduce pay. In some cases, salaries were reduced to $1…

The Securities Edge

Aristotle was right (or, “tell your story or someone else will”)

By Robert B. Lamm

May 22, 2020

Aristotle is said to have coined the phrase “nature abhors a vacuum.” Far be it from me to question Aristotle, but while he was right, I think his view was too narrow — the abhorrence of vacuums goes far beyond nature and extends to investors and the media, among many others. Companies that hide behind closed doors and ignore or deny requests for information from investors and the media run the risk of finding themselves…

The Securities Edge

Disclosure as disinfectant

By Robert B. Lamm

March 23, 2020

The pandemic seems to raise new challenges every day – or possibly every hour – in both our personal and work lives. However, at least one of the challenges is not so new; namely, if and when to disclose that a CEO or other senior officer is infected with coronavirus. I have expressed my views on disclosure of a CEO illness a couple of times in the last few years (see here and here).…

The Securities Edge

Plague, shmague, as long as you have an independent board chair

By Robert B. Lamm

March 20, 2020

Pandemics may come and go, but governance marches on. That’s the message BlackRock seems to have sent earlier this week, when it distributed its “Engagement Priorities for 2020.” Of course, the document was completed well before the onset of the COVID-19 pandemic. However, you’d think that BlackRock, ordinarily a reasonable player in the governance sandbox, would have added a last-minute addendum to the document or at least made public statements acknowledging that the…

The Securities Edge

A Message from Gunster

By Robert B. Lamm

March 16, 2020

Some of our clients and friends may have seen this, but I hope followers of this blog will agree that it bears repeating. Please stay healthy and safe. Bob Lamm March 16, 2020 Dear Gunster Clients and Friends, We realize this is a difficult and unprecedented time. Our clients, colleagues and communities are foremost in our minds as we continue to closely monitor the COVID-19 outbreak. Our thoughts are with all those presently impacted by the…

The Securities Edge

Analyze This!

By Robert B. Lamm

February 29, 2020

The SEC is re-examining one of the most important disclosures companies provide – Management’s Discussion and Analysis, or MD&A. I’ve read lots of MD&As in my time, and to be completely candid, many of them – or at least too many of them – are poor. There are lots of ways in which MD&As are poor, but my principal complaints are as follows: They don’t provide the “A” in MD&A – the analysis. Sales are…

The Securities Edge

A not-so-modest proposal

By Robert B. Lamm

February 12, 2020

I don’t know very much about the federal budget process, but I do know that any budget proposed by the White House – regardless of its occupant – isn’t worth spending time on, and that by the time the budget is passed, it often looks nothing like the original proposal. Still, I am intrigued by one item in the 2021 budget proposed by the White House – specifically, the effective elimination of the Public Company…

The Securities Edge

My Year of Reading

By Robert B. Lamm

January 3, 2020

Once again, it’s time for me to depart from my nerdy governance life and list my 10 favorite books of the year gone by. For those of you who are new to these annual posts, my top 10 list reflects what I read last year, rather than what was published during the year. The only significant departure from prior years is that in a couple of instances I’ve combined two books by the same author. …

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I’m serious

When it comes to perquisites, caveat discloser

Of shields and swords, pigs and hogs

Aristotle was right (or, “tell your story or someone else will”)

Disclosure as disinfectant

Plague, shmague, as long as you have an independent board chair

A Message from Gunster

Analyze This!

A not-so-modest proposal

My Year of Reading

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