Bob Lamm wins Lifetime Achievement AwardCongratulations 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 full-service business law firms, is pleased to announce that Bob Lamm received the Lifetime Achievement award at the ninth annual Corporate Secretary Corporate Governance Awards.

Lamm serves as co-chair of Gunster’s securities & corporate governance practice. He has devoted his career to governance in his prior positions with companies such as Pfizer; CA, Inc.; and W.R. Grace & Co. In addition to his role at Gunster, Lamm acts as an independent senior advisor to the Deloitte Center for Board Effectiveness and as an advisory director of Argyle, and he has actively been involved as a long-term member of the Society for Corporate Governance. In addition, Lamm serves as a senior fellow of the Conference Board Center for Corporate Governance, as well as a director for the Junior Achievement of South Florida.

“As an independent senior advisor, Bob has made an indelible mark. His dedication shows his deep passion for investing in the next generation of independent directors,” said Deb DeHaas, vice chair and managing partner at the Deloitte Center for Board Effectiveness. “Throughout my career, it has been my experience that truly brilliant people are also kind and generous of spirit. In this respect, Bob is a special treasure; an expert lawyer with a big heart and the soul of a teacher, who shares his knowledge without pretension, and always praises the qualities he sees in others,” added Iain Poole, managing director at Argyle. Bill Perry, Gunster’s CEO and managing shareholder stated that “Bob’s commitment to excellence in corporate governance and securities law is exceptional. We are fortunate to call Bob a colleague and as Florida’s law firm for business, we are honored to have him among our ranks.”

On Thursday, Nov. 3, more than 400 industry professionals in the governance, risk and compliance world gathered together in New York to celebrate the best of the best in the industry and celebrate the lifelong accomplishments of all the evening’s honorees. There were over 300 nominations received in 14 different categories.

 

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 spots in this IPO down market has been Sensus Healthcare Inc., a Boca Raton-based medical device company.

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We are proud to have worked with Sensus Healthcare on its IPO, which priced on June 2; Sensus is now listed on NASDAQ under the SRTSU symbol.

Though we’ve worked on numerous offerings over the course of our careers, the Sensus transaction reminded us of some key things that companies should consider as they proceed toward an IPO. Continue Reading Top Five Considerations in a Challenging IPO Market

This time I’m not writing about disclosure or governance. Rather, I’m posting my annual list of my 10 favorite books. For those of you who haven’t seen these lists before, (1) I apologize if this seems hubristic (or “braggadocious”, if you will) – I do it because some folks have told me they like it; and (2) the list involves books that I happened to read (or re-read) in 2015, not necessarily books that were published in 2015.

I didn’t encounter lots of great fiction last year; for me, the great books were non-fiction. Let’s see if the trend continues in the New Year.

So here goes (in order of preference):

Continue Reading My top 10 for 2015

Bob's Upticks added to The Securities Edge
Photo by Austin Kleon

To our readers:

As you may have noticed, this week we launched a new feature for The Securities Edge.  We call our new feature “Bob’s Upticks,” which will be authored by our very own Bob Lamm.  We are excited to add this new “blog within a blog” and to share Bob’s extensive and deep securities and corporate governance knowledge with you!

While The Securities Edge has always strived to provide deeper analysis on some of the most important issues of the day, Bob’s Upticks will use shorter posts and will focus on keeping you up to speed on the weekly changes in the securities and corporate governance world.  When Bob was the Chairman of the Securities Law Committee for the Society of Corporate Secretaries and Governance Professionals, we all looked forward to receiving Bob’s weekly updates.  With Bob’s Upticks, our readers get the same opportunity! You can even subscribe separately to the RSS feed for Bob’s Upticks 

Please drop us a note to let us know what you think.

I have read several reports quoting Mary Jo White, Chair of the SEC, as saying that the remaining Dodd-Frank corporate governance rulemakings will be out by year-end.  Admittedly, the reports aren’t clear as to what Chair White means.   Does she mean that the so-called pay ratio rule will be adopted in final form by year-end (in which case the disclosures wouldn’t be required until 2016)?  Or that by year-end the Commission will have proposed rules on hedging, clawbacks and pay-for-performance?  All of the above?  It’s anyone’s guess.

I have also read the daily emails I receive from the SEC entitled “Upcoming Events Update.”  (I get several of these “Updates” every day, even though they are identical and don’t seem to have been updated at all.  For those of you who don’t get these emails, they purport to announce things like every meeting of the SEC and every speech to be given by Commissioners and Staff members.)  For the last month or two, no open meetings of the SEC have been scheduled (and it’s virtually impossible for these rules to be proposed or adopted otherwise than at an open meeting).  So when I saw today that Continue Reading My inaugural Uptick: How about never? Does never work for you?

Bob Lamm's Golden Nugget's of Corporate Governance
Photo by Eric Roy/ Golden Nugget Casino, Las Vegas, late 80’s.

On September 30, Bob Lamm moderated a panel at a “Say-on-Pay Workshop” held during the 11th Annual Executive Compensation Conference in Las Vegas, Nevada.  The Conference is an annual event sponsored by TheCorporateCounsel.net and CompensationStandards.com – and emceed by our good friend, Broc Romanek – and features many of the pre-eminent practitioners in corporate governance and securities law. 

The panel, entitled “50 Nuggets in 75 Minutes,” may just be the CLE equivalent of speed dating – each of five panelists covers 10 “nuggets” – practical and other takeaways to help them do their jobs better – in a 75-minute panel.

Here are Bob’s 10 “nuggets,” reprinted courtesy of the Conference sponsors and Broc. 

1.    Engagement is a Two-Way Street – At this stage of the game, shareholder engagement is – or should be – a given, and one of a company’s normal responsibilities.  Along with that is the mantra “engage early and often”; in other words, don’t wait until you are faced with a negative vote recommendation to start reaching out to your major holders. 

What may not be part of the mantra is that engagement is a two-way street.  Your job (and that of your colleagues and even some directors) is to Continue Reading 10 nuggets on corporate governance hot topics

Waiting for the results of the JOBS Act?
Photo by Gueorgui Tcherednitchenko

President Obama signed the JOBS Act into law on April 5, 2012 amid much fanfare and optimism. Small and medium sized fast-growing technology companies and their executives were especially sanguine about this new act as it appeared that it would provide access to much-needed additional expansion capital. These companies were still reeling from the recession and the substantial reduction in available venture capital financing, and they saw the JOBS Act as a potentially positive event. A little more than two years later, has this initial optimism proved to be warranted? Let’s take a look at some of the provisions of the Act.

A new regulatory structure for crowdfunding was initially the most anticipated provision of the JOBS Act. I never believed that crowdfunding would be as beneficial as some people did, but I hoped that it could provide some additional access to capital for smaller companies which were starved for funds. Unfortunately we are still waiting for the SEC’s final crowdfunding regulations. The SEC appears to be caught between two complaining factions here – one which thinks the proposed rules are too restrictive and won’t work, and one which thinks Continue Reading The JOBS Act – Any results yet?

Looking into the future of changes to corporate governanceInterest in corporate governance has increased exponentially over the last several years, as has shareholder and governmental pressure – often successful – for companies to change how they are governed.  Since 2002, we’ve seen Sarbanes-Oxley, Dodd-Frank, higher and sometimes passing votes on a wide variety of shareholder proposals, and rapid growth in corporate efforts to speak with investors.  And that’s just for starters.   

These developments represent the latest iteration of what has become part of our normal business cycle – scandals (e.g., Enron, WorldCom, Madoff, derivatives), followed by significant declines in stock prices, resulting in public outrage, reform, litigation, and shareholder activism.   Now that the economy is rebounding, should we anticipate a return to “normalcy” (whatever that may be)?  Are we back to “business as usual”? 

Gazing into a crystal ball can be risky, but I’m going to take a chance and say “no.”  While our economic problems have abated, I believe that the past is prologue – in other words, we’re going to continue to see more of the same: investor pressure on companies, legislation and regulation seeking a wide variety of corporate reforms, and the like.  Some more specific predictions follow: 

  • Increased Focus on Small- and Mid-Cap Companies:  Investors have picked most if not all of the low-hanging governance fruit from large-cap companies.  Sure, there are some issues that may generate heat and some corporate “outliers” that investors will continue to attack.  However, most big companies have long since adopted such reforms as majority voting in uncontested director elections, elimination of supermajority votes and other anti-takeover provisions, and shareholder ability to call special meetings, to name just a few.  If investors (and their partners, the proxy advisory firms) are to continue to grow, Continue Reading The shape of things to come in corporate governance

Bob Lamm joins The Securities Edge.

The Securities Edge is excited to announce a new blogger to the fold: Bob Lamm!  After a 12-year “hiatus”, Bob has rejoined Gunster.  

Bob is widely considered a national expert in the securities and corporate governance space and frequently speaks and writes on securities law, corporate governance, and related topics. Bob’s unparalleled depth of experience will prove to be a great addition to The Securities Edge and Gunster. 

Bob has over four decades of in-house experience.  His most recent experience was as Assistant General Counsel and Assistant Secretary with Pfizer.  In addition to Pfizer, Bob’s previous experience includes service as Vice President and Secretary of W. R. Grace & Co., Senior Vice President – Corporate Governance and Secretary of CA, Inc., and Managing Director, Secretary and Associate General Counsel of FGIC Corporation/Financial Guaranty Insurance Company.  Bob also has extensive experience with small- and mid-cap public companies as well as non-profit entities.   

At Gunster, Bob will co-chair the Securities and Corporate Governance Practice Group, where his deep expertise will be welcomed in the Florida market.    

Bob is a long-term member of the Society of Corporate Secretaries and Governance Professionals. He is the immediate past Chair of the Society’s Securities Law Committee and has served on the Society’s Corporate Practices, Finance and National Conference Committees, and as a member of its Board of Directors. He is also a Senior Fellow of The Conference Board Governance Center.  

Bob is a member of the New York State Bar, The Florida Bar, and the American Bar Association (including its Business Law Section and Committees on Corporate Governance and Federal Regulation of Securities). He received a Bachelor of Arts from Brandeis University and a Juris Doctor from the University of Pennsylvania School of Law.

We are all looking forward to reading some great posts from Bob!