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 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…

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…

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. …

I don’t look at my RSS feed or my Twitter account until I’m finished with my day’s work, so it wasn’t until last night that I read Broc Romanek’s blog post announcing his retirement from thecorporatecounsel.net.  He’s already received a number of gracious and, I am sure, sincere paeans, including from my friend and mentee (or so he says) Doug Chia, and I won’t attempt to expand upon them.  Moreover, Broc is far too…

Although Dodd-Frank was enacted in 2010, the rule needed to implement one of its provisions – the requirement to disclose hedging policies – only recently took effect.  In fact, for calendar-year companies, 2020 will be the first year in which the proxy statement will have to contain the mandated disclosures. Of course, quite a few companies have been disclosing their hedging policies for years, including disclosures in the CD&A required under Item 402 of Regulation…