It’s early days, but I’m pleased to report that the optimism I expressed about the SEC in the aftermath of the 2024 election may have been warranted. At a minimum, the actions taken by the SEC since January 20 demonstrate support for the issuer community, an interest in pursuing the traditional goals of the SEC,
For the benefit of new subscribers, every January I depart from my usual screeds about the SEC and corporate governance and indulge in the slightly less nerdy exercise of telling you about my favorite books of the year gone by. As regular readers know, unlike the New York Times and other publications, my favorite books
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
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
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
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
The week of June 24, 2024 may be remembered as one of the worst in recent memory for the SEC, which – along with the “administrative state” generally – was beaten up by some very significant decisions handed down by the U.S. federal courts.
Securities Fraud Claims Seeking Civil Penalties Must Be Brought in Federal
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
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 suggests – actually, it
