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Robert B. Lamm

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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.

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For those of us who are unhappy or worse about the outcome of the 2024 presidential election, fearing (among other things) that we are about to enter a modern incarnation of the dark ages, I respectfully suggest that the time has come to light a candle rather than curse the darkness.

The candle is rather limited and simple: whatever else may happen during the next Trump administration, there’s a fair chance that those of us who practice securities law will find the SEC a lot more pleasant (or less unpleasant) to deal with.Continue Reading Lighting a Candle

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Image by Basanta Mondal from Pixabay

You may have noticed that the SEC has been very quiet on the rulemaking front in recent weeks.  It comes as no surprise, as action on a number of items on the SEC’s Regulatory Flexibility Agenda had been moved from late 2024 to early 2025.  (The cynic in me wonders whether the scheduling changes resulted from concerns that accusations of over-regulation would impact the 2024 election cycle, but – for now, at least – I’ll leave that to others.)

However, the SEC has definitely not been idle.  Quite the contrary.  In fact, recent weeks have seen what strikes me as an inordinate number of announcements of enforcement actions.  Some of these actions are relatively “standard” – insider trading, recordkeeping violations, securities fraud, whistleblower protection violations (discussed in our recent e-alert), and so on. But others are somewhat unusual. For example:Continue Reading Law and Order: SEC

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For many years, I have urged companies to consider going beyond the bare minimum disclosures required by SEC rules – in appropriate circumstances, of course.  In my experience, providing more disclosure than what is specified in the rules can generate positive feedback or even praise from investors and other stakeholders.  And, in fact, many companies…

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One of the things I learned as young securities lawyer was that securities offerings can be made only by prospectus.  Accordingly, one of the first things we did whenever we embarked on an IPO was to send a memo to our clients reminding them of the limitations imposed on communications under the securities laws and…

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Once upon a time, few if any investors seriously challenged executive pay.  Executive compensation was, as always, a hot topic, but in the days before say-on-pay votes, it wasn’t easy to effectively object to excessive pay packages.  Moreover, as one of the more outspoken members of the investor community once told me, as long as…

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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…

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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…

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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…