TheCorporateCounsel.net

According to this press release, it looks like the SEC is ready to start posting their comment letters – as well as responses – commencing this Thursday, May 12th.

Starting that date, Corp Fin and IM will begin the process of publicly releasing letters relating to disclosure filings made after August 1, 2004, with some of the oldest eligible filings going up first – and as it continues, letters will be released no earlier than 45 days after the review of the disclosure filing is complete.

The comment letters and filer responses will be on EDGAR. As I understand it, you would go to a specific company’s information on EDGAR, and there will be a notation to access the Staff comment letter and one to access the company’s response.

Cooking up a webcast on confidential treatment requests now; but lots of information is available now in our “Confidential Treatment Requests” and “SEC Comment Letter & Analysis” Practice Areas.

Jack Welch on the Role of Directors Today

In this Sunday NY Times interview, Jack Welch waxes poetic on serving as a CEO in today’s environment. Here is a question he fielded on serving as a director today:

“Q. These days, directors are personally liable if they make the wrong decision. Has that changed the dynamics of the boardroom?

A. I’m not in boardrooms, but I think it has to have. What we ask is, “What is the role of a director?” We’re picking them for their judgment, their character, their ability to see around corners, to sense whether the strategy is right. But they can’t do that by looking at the books. They can only do that by walking the company. They have to get out and meet people at all levels, and get a feel for what it feels like out there. Are they hearing the same things out there that they’re hearing in the boardroom? Then they have to support the C.E.O. The company has to win. If they don’t have confidence in the C.E.O., they’ve got to make the change. But being timid and being afraid is not what we’re looking for in directors.”

Corporate governance is such a tricky thing. I believe outside directors should conduct plant tours and walk the floors when they can in an effort to boost morale and get a feel for the company.

But realistically they don’t have the time to do this sufficiently to get a complete picture (unless it’s a real small business) – and more importantly, you don’t want outside directors to be interacting with employees and confusing them by giving them directives that are contrary to what their managers instruct. Leave the managing to the managers; it’s not the board’s job to get involved with daily operations.

What I think Mr. Welch is referring to is for boards to gauge employee morale as part of a CEO’s evaluation – which could also include feedback from customers and suppliers (ie. a 360 degree evaluation). Related information can be found in our “Board Access” Practice Area.

The Need for Broad Employee Equity Ownership

There is a lot of concern about the future of ESPPs and other broad-based plans in the wake of option expensing. Learn more in this interview with Corey Rosen on the Need for Broad Employee Equity Ownership. There is more information on the NASPP website – and this topic will be covered during the NASPP’s 13th Annual Conference.

Stars Come Out to Blog

As noted in this Washington Post article, Arianna Huffington has gathered a few hundred of her closest acquaintances to start their own blog city, HuffingtonPost.com. It will be interesting to see where this all goes; my favorite blogs so far are from John Cusack who went to Hunter Thompson’s memorial service and Mark Cuban on the new Enron movie which has gotten rave reviews (need to scroll down a few days in Mark’s blog). I have high hopes for Larry David’s blog, but his initial entry is not so good – even Larry’s wife has a blog…