A few years ago, a wonderfully outspoken member of the institutional investor community congratulated me on a corporate governance award I’d received. She apologized for not being able to make it to the awards ceremony, referring to it – very aptly, IMHO – as the “nerd prom.” Well, we’ve progressed from the nerd prom to a nerd war – specifically, the nasty fight over the August 19 Statement on the Purpose of the Corporation,…

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FD Lives!

By Robert B. Lamm on August 22, 2019

In case you think that SEC Regulation FD is old news, think again. A recent enforcement action makes it clear that Reg FD is alive and well. (And, I might add, living in Boca Raton, Florida.) Specifically, in an August 20 announcement, the SEC announced that it had charged a Boca Raton-based pharmaceutical company with FD violations “based on its sharing of material, nonpublic information with sell-side research analysts without disclosing the same information…

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Disclosure effectiveness goes into high gear

By Robert B. Lamm on August 19, 2019

In recent years, the SEC has made a number of incremental changes to make disclosures more effective – not only more meaningful and user-friendly for investors, but also helpful to those of us who prepare disclosures for our companies and clients. The drive to make disclosures more effective seems to have kicked into a higher gear with the August 8 issuance of a proposal that may result in the most significant changes in the disclosure…

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The lowly D&O questionnaire

By Robert B. Lamm on August 13, 2019

I recently came across an article reporting that the interim president of a state university system had failed to report a number of corporate board seats on his ethics forms. That got me thinking about the forms he may have been asked to complete, which in turn got me thinking about D&O questionnaires. Getting directors and officers to accurately complete and return questionnaires in a timely manner is one of the most frustrating tasks faced…

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There STILL ought to be a law

By Robert B. Lamm on July 18, 2019

In December 2014, I posted my concerns with the law on insider trading. Perhaps someone read it, because the following year, H.R. 1625, the “Insider Trading Prohibition Act,” was introduced in the House of Representatives. I regarded it as imperfect but a start. Of course, it went nowhere, and the state of the law has not changed. Well, it’s back – sort of – and may have a bit of life. H.R. 2534,…

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The fundamental things apply…

By Robert B. Lamm on July 11, 2019

For those of you who’ve heard me sing, rest easy – I’m not going to break into “As Time Goes By.” But the lyric I’ve quoted in the title is worth noting. In fact, it was noted, albeit in substance rather than form, in the June 18 opinion of the Delaware Supreme Court in Marchand v. Barnhill. The opinion, written by soon-to-retire Chief Justice Leo Strine (more on that below) addressed two fundamental matters…

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The board is dead! Long live the [to be provided]!

By Robert B. Lamm on July 3, 2019

“Where was the board?” It’s a question we hear whenever something – anything – goes wrong at a public company. The question has been asked in all sorts of circumstances, ranging from failing jet systems, to networks being hacked, to harassment allegations, and so on. Don’t get me wrong – there are most assuredly cases in which the question needs to be asked. Without naming names, there have been numerous instances where it seems apparent…

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Streamlined and modernized: new FAST Act rules become effective

By Gustav L. Schmidt on May 17, 2019

As we previously reported, the SEC has adopted amendments to the public company disclosure rules intended to further streamline and simplify the reporting process for public companies. The amendments also significantly change the process for requesting and renewing confidential treatment of exhibits to SEC filings. Most of these amendments became effective on May 2, 2019. Below is a brief summary of several of the significant changes that resulted from these amendments. Amendments to Form…

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In sickness and in health 2.0

By Robert B. Lamm on May 13, 2019

Four years ago, I commented on the then-recent announcement that Jamie Dimon, Chairman and CEO of JP Morgan Chase, was battling cancer. At the time, Dimon noted that he had struggled with whether the company should disclose his illness. It’s a struggle that executives, companies, and their securities lawyers face when a CEO is diagnosed with a serious illness, or when there is some other arguably personal news about the CEO. With apologies for quoting…

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Goldilocks and the three sets of minutes

By Robert B. Lamm on April 12, 2019

There probably aren’t too many subjects nerdier than corporate minutes. Lawyers (among others) tend to focus on exciting (dare I say sexy?) matters like M&A, activism, and bet-the-company litigation. Those and other topics are surely exciting, but failing to pay attention to minutes can cost big time. Like it or not, minutes are among the few pieces of evidence – sometimes the only evidence – that boards and committees have properly executed their fiduciary duties. Did the…

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The war of the nerds

FD Lives!

Disclosure effectiveness goes into high gear

The lowly D&O questionnaire

There STILL ought to be a law

The fundamental things apply…

The board is dead! Long live the [to be provided]!

Streamlined and modernized: new FAST Act rules become effective

In sickness and in health 2.0

Goldilocks and the three sets of minutes

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