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The Securities Edge Securities Blog for Middle-Market Companies

Tag Archives: corporate governance

Bob Lamm receives Lifetime Achievement award for his dedication to governance

Posted in Announcements

Congratulations to our esteemed colleague, Bob Lamm, for winning this prestigious award! While we all know that Bob is the guru in the governance space, it’s great that he was recognized for all of his achievements (to date!). Well deserved! WEST PALM BEACH, Fla. (Nov. 29, 2016) – Gunster, one of Florida’s oldest and largest… Continue Reading

A modest proposal about more modest proposals

Posted in Bob's Upticks, Corporate Governance, investor empowerment, SEC, Shareholder proposals

It remains to be seen whether the new administration will actually drain the swamp or do away with political correctness, but one hope that some of us have – regardless of our views on the election – is that the SEC may finally get around to some issues that have been on the back burner… Continue Reading

The SEC’s brave new (Trump) world

Posted in Bob's Upticks, Corporate Governance, investor empowerment, SEC, Shareholder proposals

In the wake of the election of Donald Trump as the next President, there has been a lot of speculation about the effect of a Trump administration on securities law and corporate governance.  Looking into a crystal ball is always risky, but here are some observations. Conflict Minerals:  It’s too soon to tell whether Dodd-Frank… Continue Reading

CEO/Chair separation — the more things change…

Posted in Bob's Upticks, Corporate Governance, investor empowerment

The morning after a surprising election outcome seems as good a time as any to bear in mind the old saw that the more things change the more they stay the same. And so it goes with corporate governance trends.  Lost in the piles of paper and ink (real and virtual) expended on the Wells… Continue Reading

SEC Attacks Standard Severance Agreements–Companies Would be Well Advised to Take Notice and Adjust Accordingly

Posted in SEC Enforcement

We are pleased to provide a posting from our colleague, Holly L. Griffin, an attorney in Gunster’s Labor and Employment practice group. Within the course of one week, the SEC took administrative action against two companies for language contained within severance agreements which restricted employee rights to obtain a monetary award for reports of potential… Continue Reading

Top Five Considerations in a Challenging IPO Market

Posted in IPOs

This posting is a reprint of an article, co-authored by Bob Lamm and David Scileppi, that appeared in the Daily Business Review on July 15, 2016.     Recent months have been difficult for the initial public offering market. In fact, year-to-date, IPOs are down nearly 60 percent compared to last year. One of the bright… Continue Reading

What happens in England

Posted in Announcements, Bob's Upticks, Corporate Governance, Disclosure Guidance, International

The United Kingdom has a new Prime Minister.  Her name is Theresa May, and she’s a member of the Conservative Party.  Remember that, because what you are about to read will probably lead you to think otherwise. In a speech made a couple of days before Ms. May became Prime Minister, she said that she would… Continue Reading

Coming soon to an SEC filing near you: board diversity (but not sustainability…for now)

Posted in Announcements, Bob's Upticks, Corporate Governance, Disclosure Guidance, Diversity, investor empowerment

In a June 27 speech to the International Corporate Governance Network, SEC Chair Mary Jo White engaged in a bit of full disclosure herself: “I can report today that the staff is preparing a recommendation to the Commission to propose amending the rule to require companies to include in their proxy statements more meaningful board… Continue Reading

News from the front lines

Posted in Bob's Upticks, Corporate Governance, Disclosure Guidance, IPOs, Mergers and Acquisitions, SEC

Two news items from the front lines: First, you may recall my mentioning that the Council of Institutional Investors was considering adopting a new policy that would limit newly public companies’ ability to include “shareholder-unfriendly” provisions in their organizational documents (see “Caveat Issuer“, posted on February 13).  I just came back from Washington, DC, where… Continue Reading

Caveat issuer

Posted in Bob's Upticks, Corporate Governance, investor empowerment, IPOs

Despite the wave of corporate governance reform that began after the enactment of Sarbanes-Oxley in 2002 – and that continues pretty much unabated today – companies going public have gotten a pass. Whether the process of going public takes the form of a spin-off or a conventional IPO, newly public companies have been able to… Continue Reading

Why I hate “best practices”

Posted in Bob's Upticks, Corporate Governance

Governance wonks can rest easy. In fact, we can all go home and think about another career. The reason? CalSTRS – California State Teachers’ Retirement System – has issued a “fact sheet” entitled “Best Practices in Board Composition”. It’s interesting that CalSTRS calls it a fact sheet, since much if not most (if not all)… Continue Reading

Does governance matter?

Posted in Bob's Upticks, Corporate Governance

I’m a governance nerd. I really believe that corporate governance is important, that it makes a difference, and that there is such a thing as good governance – though I don’t believe that one size fits all. So it troubles me that in governance, as in life, virtue is usually not its own reward. In… Continue Reading