Are corporations people? Are they entitled to the same “certain unalienable rights” as human beings – including free speech, as in the Supreme Court’s decision in 
Citizens United? These and similar questions struck me as pretty important and presumably interesting. So when I heard about “We the Corporations – How American Businesses Won Their Civil Rights”, I picked it up.
The good news is that the history of corporate civil rights is interesting, and Adam Winkler (a professor at UCLA Law School) does a decent job of telling it. The bad news is that his negative views regarding corporations infect the narrative and make me question the impartiality, if not the accuracy, of much of the book.
Early on, Professor Winkler discusses the monopolistic practices of Standard Oil and other late nineteenth- and early twentieth-century trusts. So far, so good. However, he then discusses the “migration” of Standard Oil from Ohio to New Jersey due to the increasingly pro-corporate laws of the Garden State. He characterizes this development as a “race to the bottom” in corporate law. Again, so far, so good – maybe. But then he goes on to state that Delaware has become the jurisdiction of choice for so many corporations because it favors corporations, presumably to the detriment of their constituencies – possibly including society at large. To be fair, that may have been an accurate characterization in the past. However, to really be fair, Professor Winkler should have acknowledged that in recent decades Delaware has become far more judicious (all puns intended) as to the exercise of corporate rights than most states. And he also should have acknowledged that a (the?) major reason so many corporations organize under Delaware law is the existence and wisdom of and predictability afforded by its corporate judicial system – i.e., its Court of Chancery and Supreme Court – rather than its lax laws. (Ironically, the book ends with a lengthy discussion and citation of Delaware Supreme Court Chief Justice and former Chancellor Leo Strine, who strongly disagrees with the Citizens United decision. One wonders if Chancellor Strine was aware of Professor Winkler’s views of his state’s laws.)
A few weeks ago, I attended the “spring” meeting of the Council of Institutional Investors in Washington (the quotation marks signifying that it didn’t feel like spring – in fact, it snowed one evening). These meetings are always interesting, in part because over the 15+ years that I’ve been attending CII meetings, their tone has changed from general hostility towards the issuer community to a more selective approach and a general appreciation of engagement.
For the first time since 2015, the SEC has its full complement of five commissioners. That’s a good thing. And at least one new Commissioner – Robert Jackson – seems to have hit the ground running. For example, he made a 
When governance nerds hear the term “public employee pension fund”, they may think of CalPERS or CalSTRS, the California giants. However, Florida has its very own State Board of Administration, which manages not only our public employee funds, but also our Hurricane Catastrophe Fund. I’m a big fan of the governance team at the Florida State Board; I don’t always agree with their views, but they are smart and fun and a pleasure to talk to.
It may be nice to be your own boss, but setting your own compensation – and, at least arguably, giving yourself excessive pay – may get you in trouble. A number of boards of directors have found that out, as courts have given them judicial whacks upside the head for paying themselves too much. Not surprisingly, shareholders have gotten on the bandwagon as well.
Each January, I depart from my focus on securities law and corporate governance matters to cite my top 10 books of the year gone by – five each in fiction and non-fiction. As always, my top 10 list reflects books that I’ve read, rather than books that were published, during the year.
No, I’m not referring to my age (I’m old, but not THAT old).
Yes, it’s that time of year again. Turkey, Black Friday, decking the halls, office parties, and the annual issuance of 
The still relatively new SEC Chair, Jay Clayton, has let it be known that one of his missions is to improve the health of our IPO market and, thereby, to improve our capital markets generally. His minions – including a senior SEC Staff member I recently heard in Washington – have been spreading this gospel according to Jay.
Loyal readers of this blog won’t be surprised that we’re disappointed that the SEC has again perfunctorily approved another proposal of the Public Company Accounting Oversight Board, or PCAOB. (If you haven’t been following our blog, you can find our prior screeds