Brocade CEO's Backdating Verdict: A Wake-Up Lesson For All of Us
By the time you read this, this old dude will be off on vacation - so I can afford to be "preachy" and run. To me, the lesson for all of us in the Brocade CEO's guilty verdict involving option backdating is to not always "go along with the crowd." Just because "we've always done it this way" doesn't mean it's right.
I know this sounds obvious - but if you are lucky to live long enough, my bet is that you have at least a 50% shot at coming across circumstances in your professional life where you stop and think about whether you are in a grey area that feels a "little too grey." It's not worth your career - not to mention your personal life if it goes too far astray - to take big chances. I have a friend who has more integrity than most - yet, he fell into exactly this type of trap and just emerged from a year in prison (he didn't concoct nor benefit from the scheme; rather, he found out about it and continued to sign sub-certifications). Sure, he's happy to now be out, but his career is in tatters and his personal life has changed dramatically.
I think it's just a matter of time before the next widespread scandal breaks. Will it be Rule 10b5-1 plans? I don't know - but come hear SEC Enforcement Chief Linda Chatman Thomsen discuss how the SEC Staff is looking at these plans during the “Hot Topics and Practical Guidance Conference: The Corporate Counsel Speaks.” You can catch this Conference in San Francisco on October 10th - or watch it by video webcast on that date (or anytime thereafter). Or take advantage of the "Member Appreciation Package" discount to watch all three of our critical October Conferences online.
"Pretty" Disclosure: Internal Controls Remediation
In our "Internal Controls" Practice Area, we have a list of filings reporting remediation of material weaknesses. Here is an interesting one that Bob Dow recently brought to my attention: 3d Systems Corp (Form 10-K/A filed 8/2/07). I have seen a couple of other long remediation disclosures, but this one is a lot more organized and includes more details about the company's remediation plans.
Future of the Legal Profession
Our members asked for it. "Billy Broc" and Dave "The Animal" weigh in on the "Future of the Legal Profession." The music at the end is appropriate for the mood...
- Broc Romanek