Photo of Robert B. Lamm

Bob Lamm chairs Gunster’s Securities and Corporate Governance Practice Group.  He has held senior legal positions at several major companies – most recently Pfizer, where he was assistant general counsel and assistant secretary; has served as Chair of the Securities Law Committee and in other leadership positions with the Society for Corporate Governance; and is a Fellow of The Conference Board ESG Center.  Bob writes and speaks extensively on securities law and governance matters and has received several honors, including a Lifetime Achievement Award in Corporate Governance from Corporate Secretary magazine.

I’ll start by making a few things clear: I support a clean environment, stopping or slowing climate change, and many other good things.  I also believe that corporations should (and many do) consider constituencies other than shareholders and seek to do more than increase shareholder value.   There.  I’ve gotten that out of my system.

But that doesn’t mean

Travel on corporate jets is alluring.  I’ve had the pleasure, and it really is a pleasure.  No TSA, nobody squishing you on both sides.  No worry about checked bags not getting there, and so on.  It’s no wonder that people love it so much.

However, there can be too much of a good thing.  My experience

Once again, it’s time for the annual list of my favorite books of the year gone by.  As usual, the list consists of books that I read last year, not necessarily books that were published last year.  

With one exception, none of the works of fiction I read in 2023 really blew me away.  For me, great

We’ve all heard the expression “hard cases make bad law.”  But sometimes bad law is the result of bad cases – i.e., cases that should never have been brought in the first place.  That’s the case with the SEC’s prosecution of Ray Dirks, who died on December 9 at age 89.  I suspect that many

Background

On October 26, 2022, the SEC adopted final clawback rules consistent with the requirements of the Dodd-Frank Act. The new rules direct the national securities exchanges to establish listing standards requiring companies to adopt, disclose, and enforce policies to recoup, or “clawback,” incentive-based compensation erroneously awarded to executive officers.  Based upon recent SEC action, listed companies will have until December 1, 2023 to adopt compliant clawback policies. The following summarizes some key provisions of the final rules and the decisions that companies will have to make as they finalize their policies by the deadline.

Adopting Compliant Policies 

Companies that do not have existing clawback provisions in place must adopt policies that comply with the standards established by the exchanges. Companies that have clawback provisions in place must determine if and how those policies differ from what is required and either modify their existing policies or adopt a new compliant policy on a stand-alone basis. Questions to help integrate or create compliant policies include: Continue Reading The SEC’s New Clawback Rules: The Devil’s in the Details (and There Are Lots of Details)

Once again, it’s time for my annual departure from the nerdy world of securities law and corporate governance to discuss my favorite 10 books of 2022 – five each of fiction and non-fiction.  For those unfamiliar with what follows, the books are those I read in 2022, not necessarily those that were published last year.  

I recently read an article suggesting that companies need to consider appointing a chief resilience officer. That got me thinking about all the other “chief” positions that pundits may be encouraging companies to create.  Here’s a partial list:

Chief Analytics OfficerChief Happiness Officer
Chief Automation OfficerChief Inclusion Officer
Chief Behavioral OfficerChief Information Officer
Chief

Boards of directors have a lot – maybe too much – to do.  Subjects long believed to be the province of management are now viewed as being in the board’s wheelhouse, and when a problem arises with respect to any of those subjects, the first question asked by investors, regulators, the media, and others is often “where was the board?”  So it is with a degree of reluctance that I am writing to suggest another subject that I believe boards need to address.

Some background may be in order.  A few weeks ago, I attended a meeting of the American Bar Association International Law Section in Madrid.  (How a US-centric lawyer ended up at that meeting is a tale for another day.)  The trip, the city, and the conference were wonderful; I met some extraordinary people and was beyond grateful that I was able to go.  I also learned a lot, mostly on things like international trade and customs law, cross-border discovery, and other topics that I don’t often encounter in my practice.

Another panel that I thought had little to do with my practice turned out to be the most compelling panel of them all, and it definitely is relevant to my practice and to the observation above about the ever-growing responsibilities of the board.  The title of the panel was “Recognizing Human Trafficking as a Common Occurrence During Conflict, and Building Protection and Anti-Trafficking Strategies into Global Responses”.  I suppose the title of the panel could have been more succinct, but – as the moderator of the panel suggested – a more helpful change might have been to give a trigger warning before the panel got underway.
Continue Reading Yet another thing for boards to consider