Catching Up

Once again I've been delinquent; being on the road a lot and playing catch-up on my return has resulted in posts that are fewer and farther between.  My apologies!

John Olson, You Rock!!!

I was a speaker at Broc Romanek's governance and disclosure program in Washington in late September.  Aside from a great program and terrific fall weather in Washington, I had the opportunity to hear John Olson of Gibson Dunn deliver opening remarks.  If I could, I'd make everyone in the corporate governance community not only read them, but also commit them to memory - and to conscience.  You can find them here.

I don't agree with John on every single point.  For example, the aphrodesiac effect of the smell of jet fuel on executives, and the sense of entitlement so many of them have with regard to their perquisites, seems to be just as prevalent today as it was when John gave the "planes, trains and automobiles" speech he referred to last month.  However, his message is very important and needs to be kept in mind by anyone who purports to be advising boards and management alike.

There are many reasons why John Olson is considered to be an elder statesman of corporate governance, and you will see those reasons very clearly after reading his remarks.

Lamm's Literary Lyceum

No great reads since last time; I did read Five Days At Memorial, by Sheri Fink, concerning what happened at Memorial Hospital in New Orleans in the wake of Hurricane Katrina.  It's a devastating book and one worth reading, but I found it flawed in a number of respects.

Prima La Musica (or Lammusica)

I recently listened to a recording by the young (21 or 22) British pianist, Benjamin Grosvenor.  Wow - this kid puts the "wunder" in "wunderkind."  Some more great recordings are:

• Porgy and Bess: a re-release (and re-mastering) of an old recording conducted by Lorin Maazel.  It's terrific.
• Dvorak's New World Symphony: conducted by a superstar in the making, Andris Nelsons.  It's another wonderful recording.
• Berlioz's Nuits d'Été: Conducted by Robin Ticciati, another up and comer, and sung by a fabulous Scottish mezzo, Karen Cargill.  I saw her on the broadcast of the Met's production of Les Troyens, and she's wonderful.  

I post my reviews on Amazon if you're interested.

That's all for now.

A Real Life Fubar and Other Musings

The real life Fubar was noted in several commentaries on Twitter's confidential (yes, you read that right) S-1 filing with the SEC.  The Fubar is the JOBS Act itself; it's sort of amazing (though perhaps not) that the one time in recent years that our Congress acts in a bipartisan manner it comes up with a real mess.  I know that some feel otherwise, but for my money I refer to the write-up by Steven Davidoff (AKA "The Deal Professor") in The New York Times "DealBook" column; you can find that here.  I wish I could have said it better, but I don't think I could.  I believe it was Justice Brandeis who said that sunlight (i.e., disclosure) is the best disinfectant; the JOBS Act manages to pull off a rather amazing feat by keeping sunlight in the darkness.  And it galls me that Congress decided set the revenue bar for an "emerging growth company" at $1 billion per year.  I suppose that when you deal in trillions most every day, a billion does begin to seem like chump change.

Shareholder Value (But Not So Much)

Another great item in the press was a recent article by Steven Pearlstein on how shareholder value has damaged (and continues to damage) American business.  The only exception to the short-termism that many shareholder value advocates have generated is the long-term damage some of them have created (such as the recent JC Penney debacle brought to you by Bill Ackman).  I understand why some shareholders (and not just "activists") want to shake up boards and managements a bit - some shaking up never hurts - but the perception that shareholders know better than boards and should have the right to second-guess everything a board does risks, at least in my view, destroying the separation between ownership and management that has been a cornerstone of the American corporation.  There's an article that makes a similar point in Bloomberg.

More on Director Term Limits
I've posted some musings on this topic before.  I'm not really an advocate of term limits, and I'm really not an advocate of age limits.  Here's an article indicating that most companies shun term limits.  Interesting.  More interesting (at least to me) were some comments I heard at a great conference this week (it was the Fall Conference of the Southeastern Chapter of the Society of Corporate Secretaries and Governance Professionals in Atlanta).  Specifically, the directors on one panel - including one gentleman who looked like he might be approaching retirement age (but was clearly as sharp as they come) - indicated that they were fine with age limits.  We didn't have an opportunity to go into their rationales in detail, but I wonder if they include that age limits provide a rather simple mechanic to get rid of dead wood, and if some great board members have to leave "prematurely" it's worth it.

There Oughtta Be a Law, A Rule, or Something

I read with some concern that the California Senate has passed a resolution urging companies to include more women on their boards.  Now anyone who knows me knows that I am a strong proponent of board diversity of all sorts, as well as of gender equality, so why am I concerned?

The answer is that laws and regulations mandating that companies do or disclose a particular thing are not always the best way of promoting or achieving social goals.  Sometimes they are, but I really wonder if that's the case here (and I understand that the California resolution merely "urges" and doesn't mandate anything).  As I see it, laws and rules have many infirmities, including the following:

• They invariably adopt a one-size-fits-all approach that doesn't work for many companies.
• Once adopted, they become engraved in stone; they are rarely reconsidered and almost never changed or repealed in response to changed circumstances.
• They exacerbate the real problem of disclosure overload - public companies' disclosures keep getting longer and longer - without any commensurate benefit to investors generally.
• Because the laws/rules generally require greater disclosure in "official" SEC filings, companies are justifiably concerned that the disclosures could result in liability.  As a result, the disclosures are often legalistic and not particularly helpful to the very constituencies that the laws/rules seek to benefit.

There are more reasons, but this quick list may suffice.  At any rate, there are a number of pending "pushes" for laws and/or rules requiring more corporate disclosure or substantive actions relating to corporate political contributions and sustainability and other so-called "ESG" (environmental, social and governance) matters, among other things.  I'm not opposed to more disclosure or corporate social responsibility - far from it - but why must the proponents always push for a law or a rule?  Why not push for voluntary disclosure or action?  Why not work with companies and the corporate community in general to find common ground?

Lamm's Literary Lyceum

I haven't paid sufficient attention to this "feature" over the last weeks, so here goes:

• And the Mountains Echoed by Khaled Hosseini: He's a great storyteller, but the stories in this book are pat and predictable.
• Southern Cross the Dog by Bill Cheng: I don't get all the fuss.  There is an occasional passage that's great, but not worth the price of admission.
• The President's Vampire by Christopher Farnsworth: The first book in this series was witty and fun.  This one, not so much; as can happen with success, the author may be taking himself a bit too seriously.  (And yes, I do enjoy this kind of thing from time to time.)
• Crazy Rich by Jerry Oppenheimer:  This purports to be a history of all the craziness in the Johnson (as in Johnson & Johnson) family.  I hated this book and regret that I enriched the author by paying for it and then impoverished my brain by reading it.  Frankly, I think the author may have some psychological issues, but if you insist upon reading it, take it out of the library and make sure there's a shower nearby once you finish it; you'll feel sullied.
• Bitter Brew by William Knoedelseder:  This is a history of the Busch family (as in Anheuser- Busch).  It is everything that Crazy Rich is not; well written, historical as well as biographical and interwoven with the company to which it relates, and a serious yet eminently readable book.  My thanks to Ann Yerger and Donna Anderson for (independently) recommending it to me.

Prima La Musica (or Lammusica)

I've also neglected this feature.  I've been listening a great deal to the operas of Richard Strauss lately, including two of my faves, Elektra and Der Rosenkavalier.  The former is well represented by an old recording, conducted by Karl Böhm; it's a great recording, with Inge Borkh, Dietrich Fischer-Dieskau (fabulous as Orest) and a phenomenal Jean Madeira (whom I've heard about but never focused on) as Klytemnestra.  Wow.  The latter is well represented by another old recording, conducted by Leonard Bernstein, with Christa Ludwig, Gwyneth Jones (as Octavian), Lucia Popp (Sophie) and Walter Berry.  Not my favorite recording, but beautifully acted and lovingly played.

My other recomendation - and it's as strong as they come - is for the complete Mozart piano concertos with Murray Perahia.  If you have any interest in Mozart or piano concertos (concerti?) at all, go online and order this set immediately if not sooner.

I've been reviewing books and music for a while on Amazon.com, so if you're interested in my opinions, you can find my reviews there.

Long Time, No Post

I apologize for not posting anything for a while; our grandchildren were visiting, I was traveling, and so on.  All that means is that I've got some catching up to do.

Lammbaste, Part II

After I posted my screed on how The Wall Street Journal seems to be confusing news with its editorial policy (see "Lammbaste...", posted on August 8) I learned something else that troubles me.  Not only did the Journal wrongly imply that the SEC has jurisdiction over disclosure of labor union political contributions, but it also failed to report that labor unions are required to give extensive disclosure (albeit not in SEC filings) about their political contributions and activities.  For example, my friend Bruce Freed of the Center for Political Accountability advises that, among other things, federal rules applicable to unions "specifically require individual reporting of each disbursement of $5,000 or more including the 'full names and business address of the individual to which the disbursement was made,' the 'type of business,' the 'purpose of the disbursement,' the date, and the amount.  (I'll note parenthetically that Bruce has been excoriated as a socialist - !!! - by various people who were troubled by the views he expressed at a recent program.  So much for freedom of speech.  Also, didn't criticizing someone for being a "socialist" sort of go out of fashion with Joe McCarthy?)

Bullying in the Board Room

It's probably too late to go after Bill Ackman for ruining, or at least hastening the ruin, of J.C. Penney; so many others have already done that.  However, with all the public discussion of bullying and its adverse consequences, it does surprise me a bit that no one has accused Ackmann of being a corporate bully.  I'm not going to defend Penney or its board; the company is clearly on the ropes, and I'm sure there's more than enough blame to go around. However, it's pretty clear that Ackman forced the company into hiring the wrong CEO and then went after his fellow directors for not replacing him fast enough.  (BTW - this also supports my theory that management succession is like what Mark Twain said about the weather: everybody talks about it but nobody does anything about it.  Or at least not enough.)  But back to Ackman.  His hubris seems unlimited, and he's also guilty of the sin of drinking his own Kool-Aid and trying to force it down other people's throats.  And, like a bully, the minute someone called him out, he took (or in this case, sold) his marbles and left the playground.  If that's not bullying I'm not sure what is.  If you want to read a great piece on this mess, here it is.

Enjoy the rest of your Labor Day weekend, and a Happy New Year to those celebrating Rosh Hashanah!

Nothing Succeeds Like Excess

No, I'm not talking about the Kardashians or a Franco Zeffirelli production at the Metropolitan Opera (though the term could apply to both).  Rather, I'm talking about a recent Towers Watson report on perquisites.  

The report has good news and bad news, though which is which may depend upon your perspective.  The good news is that fewer companies provide any perquisites and those that do seem to have cut back on the types of perks offered to their executives.  The bad news is that, at least according to Towers Watson, (1) perks continue to play a "meaningful role" and (2) the value of perks has not changed much.  So, if I'm reading the report right, the perks that remain are getting richer.  

But the report is a bit murky in some respects.  It says that club dues, personal use of corporate aircraft and company car programs have been the hardest hit, while programs "like" company-paid physicals have increased.  Does that mean that the costs of all those physicals offset the drop in plane and car usage?  Given the relative costs of these items, I tend to think not.  Also, the report says that despite the cuts, "company car allowances and personal use of corporate aircraft were the most prevalent perquisites in both 2008 and 2013."  How this all sorts out is a bit mysterious.  

And lest you think the report is devoid of humor, I call your attention to the following line relating to planes and automobiles (trains are notably absent): "These perquisites are...seen as important to ensure that executives can focus on their duties and be efficient in their roles"   (the italics are mine).  Ha!

In all this, it's important to remember that the SEC rules on disclosing perquisites only require disclosure of their "incremental" costs, which more or less means only those additional costs relating to personal usage.  In other words, what I'll refer to as "embedded" costs are not reported.  That may bring a smile to some of us as well.

Zombies in the Boardroom!

No, I'm not talking about the sequel to World War Z.  This is about so-called "zombie" directors - I love the term - who receive more "against" votes than "for" votes but who nonetheless remain in office.  That sounds plain un-American!

Thanks to my friends at the Council of Institutional Investors, I got a list of the 45 directors that the Council regards as being, or having been, zombies.  For starters, four zombies have been replaced, which brings the total down to 41.  Now it gets interesting, because of those 41, 33 are directors of companies that have plurality voting rather than majority voting (or some variant).  Now I hate to get technical, but when a company has plurality voting for directors, a director who receives a plurality of the votes - even if more votes are withheld from his/her election - is validly elected.  Thus, 33 of the so-called zombies are not zombies.  At least not from a technical standpoint.  So if people are upset about these 33 folks staying in office, it seems to me that they need to push (or keep pushing) for majority voting.

Which brings us to the eight "true" zombies who lost their elections at majority-voting companies.  Now I believe that in certain circumstances it may be appropriate for a director who loses an election to stay on, but in those circumstances it's incumbent upon the company to explain why.  In fact, in my experience, the by-laws of companies with majority voting require disclosure on this point.  So I looked at the companies' disclosures to see what they said.

I'm disappointed.  First, the good news: one company explained that the zombie in question had had poor attendance due to special circumstances but had committed to improve his attendance, thus meriting his staying on the board.  Could they have provided a bit more explanation - for example, why it was important for him to stay on the board notwithstanding his poor attendance?  Sure.  But this is still helpful disclosure.  

Now for the bad news.  Two companies (with five of the eight zombies) said nothing.  And I mean zilch, nada, zip.  And the remaining two companies told us that their zombies stayed on the board because it was "in the company's best interest."  Really?  Yes; I wish I were joking, but that's what they said.  I don't even begin to know what this means, which I suspect is precisely why the companies used this phrase; they didn't really know the reason either.

So I come back to my point above - if you're going to keep a zombie on the board, I think you owe it to your owners to at least give a reason why.  And it shouldn't be something meaningless like the company's "best interest" with nothing more.

Companies should know by now that if they don't voluntarily provide good disclosure, someone else will make them do it.  Wouldn't it be better to provide good information than to force the SEC to act by adopting more rules - or, much worse, forcing Congress to get in the act?

My First "Lammbaste" - Having It Both Ways (or A Tale of Red Journalism)

When I started telling people about my plans to write a blog, my buddies Sylvia Groves and Brendan Sheehan suggested that from time to time I include a "Lammbaste."  So here goes.

A few days ago, The Wall Street Journal had a story on the first page entitled "SEC's Hunt for Crisis-Era Wrongdoing Loses Steam".  The story concerned the SEC's decision not to pursue a case against a hedge fund that the Journal says created some of the mortgage-backed securities that led to the financial crisis.  In effect, the story says that the SEC is giving up the fight on hedge funds' role in causing the crisis.  

However, further back in the same day's paper, the Journal ran another story about a major joint SEC/DOJ action against Bank of America relating to - you guessed it - MBS deals.  The story also noted that UBS had just settled a claim concerning collateralized debt obligations, another culprit in causing the financial crisis.  So perhaps the hunt for crisis-era wrongdoing is not losing steam after all, but you wouldn't know that from the headline on page 1.

I have been noticing that, over time, the Journal has increasingly reflected the slightly-to-the-right-of-Attila-the-Hun editorial policy of its current owner, Rupert Murdoch.  That's fine when it's limited to the editorial pages (actually, it's not fine, but I can - and frequently do - skip those pages so as to avoid a major attack of indigestion).  But when the editorial policy seeps into what purports to be news, that's another story.  And the placement of these two stories, with the troubling headline on the far more prominent one, is typical of how the Journal slants the news to make regulators, including good and earnest people at the SEC (and by implication the Obama administration), look bad.

And then on Tuesday, the Journal ran a story with the headline "The Other Targeting Scandal" concerning an alleged plot by the Democrats to get the SEC to "discourage public companies from supporting independent organizations, while applying no such regulation to labor unions" (which are, of course, more liberal).  

Aside from the fact that the allegations are being made by that paragon of investigative integrity, Darrell Issa, the story has so many errors in it that I don't know where to begin.  The underlying issue is whether the SEC should require disclosure of political contributions and, possibly, other political-related expenses (such as lobbying expenses).  While I'm personally opposed to imposing a requirement in this area, there continues to be lots of healthy discussion on the point - and many companies have voluntarily made robust disclosure of these expenses.  And, for the information of the writer of the story, with extremely limited exceptions, labor unions are not subject to the type of disclosure referred to in the story.  For the many people who only know what they read in the paper, this story is misleading, to put it mildly.

I'd like to coin the term "red journalism" (as in "red state," not red as in the commie-pinkos whose interests the Journal seems to think the SEC is supporting).  Where is Edward R. Murrow when you need him?

Inside Out (More on Insider Trading)

In my last posting, I discussed some issues surrounding insider trading.  Here's more:

First, I violated my own view that "insider" trading isn't really the right term.  While there have certainly been many instances of trading by "insiders" (i.e., corporate executives and other employees), many cases - and certainly the more notorious ones - are those where "trusted" outside advisors - investment bankers, lawyers, etc. - traded or leaked it to others who traded.  So maybe we should stick to "trading on inside information," unless someone can come up with a better term.

Second, whenever we read or discuss this topic, we should remember that it's an area where, I regret to say, the SEC made a couple of mistakes.  Specifically, it went after Ray Dirks and Vincent Chiarella, in both cases individuals who probably shouldn't have been prosecuted, regardless of whether or not they were nice guys or behaved well.  Without going into all the details, their cases led to such mysteries as the "misappropriation" theory and having to analyze whether the tipper/tippee had a fiduciary duty with respect to the inside information.  I remember the good old days when Stanley Sporkin was Director of the SEC's Division of Enforcement, when he said that if you are in a plane flying over a company's plant and see that it's on fire, you'd be engaging in insider trading if you called your broker with a sell order when you landed.  This view was surely too extreme on the other side, but it at least had the virtue of clarity.

And on a personal note...

In case you're interested, my buddy Broc Romanek has posted a podcast in which he interviews me on the topic of speaking to the media.  You can find that podcast here.

Stop the Insanity and Other Tales of Insider Trading

I've noticed a lot of chatter in the blogs and elsewhere to the effect that maybe we should think about legalizing insider trading, and a recent book (see below), while not going quite that far, suggests that efforts to prosecute insider trading were misguided and distracted from going after the real culprits of the financial crisis.

I'm always willing to listen to arguments for changes in the law, but thus far none has persuaded me.  The classic argument is that allowing it would expedite the flow of information into the marketplace, but I don't see that.  Rather, I can see lots of executives not only trading while in possession of insider trading but also finding reasons to delay disclosure of material information.  (I'm sort of assuming that the advocates of legalization would also do away with reports of insider transactions, but why would you care about them in the brave new world these advocates seem to envision?)  Another justification that recently reared its very ugly head is that despite all the laws and regulations prohibiting insider trading, it still continues.  On that theory, we should also think about legalizing murder and rape and goodness knows what else.  What am I missing?

The only justification that makes any sense to me is that legalization might actually scare off uninformed retail investors, who perhaps shouldn't be in the market in the first place.  If that's the case, however, shouldn't that problem be addressed by more robust disclosure and reminding people of the old line "caveat emptor?"

On the other hand, there's also increasing chatter about the horribles of so-called Rule 10b5-1 plans (or, for the technically persnickety among us, 10b5-1(c) plans).  The Wall Street Journal, presumably in an effort to persuade us that they don't only report the news the way the fat cats see it, has launched something of a campaign against these plans, with a series of articles implying that they are really thinly veiled mechanisms for facilitating insider trading.   Reacting to these articles, The Council of Institutional Investors, among others, has called for making them more restrictive.  So far, the SEC has not taken any action or indicated that it plans to do so.  

While I'm not a big fan of these plans (largely because of the perception problems they create), if they are structured properly and are accompanied by appropriate disclosure, they are generally all right.  And even the Journal has recently reported that companies are tightening up their plans to reduce the likelihood that they can be manipulated so as to get around insider trading concerns.  So my advice is let's leave them alone and get on to more important things.

Lamm's Literary Lyceum

I just finished reading Charles Gasparino's latest book, Circle of Friends.  Rather than go into a fresh rant, I'll just refer you to the review I posted yesterday on Amazon.com, which you can find here.

I've Got Some Explaining To Do - Director Tenure and Other Tweets

I recently tweeted that  "I’m beginning to think that [director] term limits aren’t such a bad idea." Let me explain. I'm not a fan of age limits; for reasons of enlightened self-interest or otherwise, I object to the notion that a person ceases to be a valuable board member when he/she reaches a certain age. And this seems to be borne out by the fact that companies' retirement ages vary all over the lot. Moreover, some companies waive retirement ages when it's deemed to be "in the best interests of the company" (whatever that means), so they don't necessarily work.

At the same time, I don't buy the approach of some European investors that once a director has served for some period of time, he/she ceases to be independent. How can you be independent on Monday and not independent on Tuesday?

So maybe term limits provide a way for companies to ease out directors who become superannuated for one reason or another? I'm not sold on it, but in the absence of robust disclosure as to why Ms. X continues to be a great board member after 15 years of service (and, in fairness, that kind of disclosure is extremely difficult to provide), maybe it's worth thinking about. Surely a discussion wouldn't hurt?

I also tweeted that I oppose efforts to legalize insider trading. I know it's legal in some jurisdictions, and I've heard arguments that it's going to happen anyway so why not legalize it, but that's like saying that people still commit murder so why not legalize that too. Just saying....

Lamm's Lyrical Library

I've been looking for years for a satisfying recording of Don Giovanni. It's a difficult opera, because it is very dark at times and very funny at others and very beautiful throughout. I'd almost given up, but I recently came upon a recording conducted by John Eliot Gardner with Luba Orgonasova as Donna Anna, Rodney Gilfry as the Don and Ildebrando D'Arcangelo (don't you love that name?) as Leporello, among others. It's a lovely recording and comes as close to being a perfect recording of this classic as I've ever heard.

Lamm's Literary Lyceum

I just finished reading Sarah Dunant's novel about the Borgias. It's called Blood & Beauty. Unfortunately, I learned that the combination of the two yields boredom. The book is atmospheric but flat. Sorry!

The Devil in the Details - What's a Majority of "Votes Cast" and Other Musings on Shareholder Votes

Michael Dell continues to try to void the deal he and his investor group previously agreed to - namely, that the votes cast for his buyout deal must exceed not only votes against the deal but also abstentions.  In an earlier post, I found his request reasonable, and I still do.  My friend Ann Yerger of the Council of Institutional Investors informs me that "sometimes an abstention is a considered vote", but in my experience it's just as often a cop-out that an institution may use when it doesn't want to be perceived as supporting management.

Ann also decries some companies' practice of counting abstentions differently for shareholder proposals than for company proposals.  Sounds right to me!

Finally (for now), Broc Romanek's blog comments on a recent proposal from two professors at the University of Chicago that would permit the purchase and sale of votes.  I couldn't disagree more; despite the view that everything is a commodity (so typical of Chicago!), I believe that there needs to be a connection between ownership and voting.  This idea seems to rear its ugly head every so often; isn't it time to drive a stake through its heart?  (Broc also reports that Senator Warren wants to impose a new one share-one vote standard on listed companies - possibly more on that later.)

Lammentations

I understand (also from Broc) that Tom Kim is leaving the SEC staff after six years.  Tom is an incredibly smart and diligent man who typifies the high quality of the SEC staff.  He will be missed by those of us who continue to work with the SEC.  Good luck, Tom!

Every Vote Counts, But Not So Much

Today's Wall Street Journal reports that Michael Dell and his buyout group are trying to change the way votes are counted in his attempt to take the company private.  Lest you think that he's trying to move the goalposts after the game has begun, it appears that what he's trying to do is to have abstentions not count as votes.  I'm not sure why he agreed to have them count as votes in the first place, but it seems to me that abstentions (and broker non-votes) are, well, not votes.  

In an unrelated matter, the New York Stock Exchange recently announced a change in its listing standards on the shareholder vote required to approve an equity compensation plan.  The old standard required not only that the plan be approved by a majority of the votes cast, but also that the votes cast (for and against) constitute a quorum (i.e., more than 50% of the voting power on that matter).  The latter test was somewhat cumbersome and hard to explain.  The new standard merely requires that the plan be approved by a majority of the votes cast.  So far so good.  However, the standard specifies that "votes cast" includes - you got it - abstentions and, if I understand it correctly, broker non-votes.

It seems to me that if you are a shareholder who goes to the trouble of voting (not that it's a big deal), your vote in favor of something shouldn't be offset by an abstention or a non-vote.  Am I missing something here?

Lamm's Literary Lyceum

In my first posting, I told you that I might write about all sorts of stuff, and my profile states that I'm a voracious reader.  So I'm pleased to let you know that I've just finished The Son, by Philipp Meyer.  It's a tale of Texas history that is dark, somewhat disturbing, very well written and engrossing.  

Blogging? Me?

I've been thinking about starting a blog for a long time, but I've never had or made the time to do it.  At the moment, however, I'm on "hiatus" - i.e., between jobs - so I have a bit of time, and while it may be egotistical, I think I have some things to say.  So here goes.

I intend to write mostly about securities law and corporate governance - two subjects about which I'm passionate.  As the title of this blog may suggest, I'm most likely to write about the foibles and oddities of corporate America and its stakeholders, including the investor community, the legislative, regulatory and political environment in which companies operate, proxy advisory firms, lawyers, and so on.  I've spent 40+ years in that world, mostly as an in-house lawyer, but sometimes as outside counsel or advisor, and always as an observer of the weird stuff that goes on there.

If you've read my profile, you know that I'm also a voracious reader, an opera fanatic and a proud husband, father and grandfather, so you're going to see some posts about those subjects as well.  

Finally, since so many crazy things seem to happen every day all over the world, I will no doubt write about some of those as well.  I guess I'm saying that I'll write about whatever I want to write about.

I hope you enjoy my blog, but I welcome your comments (even critical ones).  And if you do enjoy it, tell your friends and family.