TheCorporateCounsel.net

September 24, 2010

NYSE Commission on Corporate Governance Issues Final Report

Yesterday, the NYSE Commission on Corporate Governance issued its final report that identifies 10 core governance principles covering such topics as the fundamental objectives of the board, management’s responsibility for governance, and the relationship between shareholders’ trading activities, voting decisions and governance. The report is timely given the SEC’s proxy plumbing concept release was recently put out for comment.

While the the report formally concludes the work of the NYSE Commission on Corporate Governance, the NYSE announced that the group would, from time to time, continue to provide constructive input on corporate governance and the proxy reform process.

The SEC Inspector General’s Take on Goldman Sachs Enforcement Action: Not Favorable

Yesterday, I woke up at our Conference to a front-page WSJ article entitled “SEC Blasted on Goldman,” describing a Senate Banking Hearing where the SEC’s inspector general testified that the SEC’s fraud lawsuit against Goldman was “suspicious,” suggesting agency officials tried to distract attention from a report criticizing the SEC for failing to detect an alleged Ponzi scheme. The article included interesting Enforcement stats drawn from testimony provided by the SEC at the hearing – here is an excerpt of that:

According to a tally by the SEC, the agency has filed 634 civil cases since its fiscal year began last October, extracted $968 million in penalties and distributed nearly $2 billion to investors. Those figures “don’t capture the breadth and complexity of cases we’ve filed,” said Mr. Khuzami, who is shaking up the unit. The Justice Department said nearly 3,000 defendants were sent to prison between October and June for financial fraud. The number of criminal mortgage-fraud cases filed by the agency has more than doubled so far this year compared with 2007, while new corporate-fraud cases also have surged. Still, few criminal charges have been filed against high-ranking executives often blamed for the crisis.

And here is a telling excerpt as to why future cases might not be so forthcoming:

One reason for the small number of criminal cases so far, according to current and former regulators: Many of the highest-profile disasters of the crisis look increasingly like they were caused by too much risk-taking and bad decisions–not criminal behavior. “One of the challenges in this environment is there were such broad systemic failures that identifying the one or two people or the six enterprises that are quote responsible, which is what we see a broader appetite for, I don’t think that’s doable,” William McLucas, a former SEC enforcement chief, said in an interview. “There may be cases where the rules were broken. Are they all cases where you can or should put people in jail? Probably not, but that doesn’t satisfy the lust for accountability.”

Our Week of Conferences: Sights & Sounds

Here are three short videos from our week of Conferences this week – this first one shows the sheer size of our plenary session on Tuesday (1900 attendees in person and many more online):

Our exhibitors like to make the Conferences fun – check out this pig race from Radford in our Exhibit Hall (attendees placed their business card on which pig they thought would win – and if your pig won, you earned a prize):

On Tuesday night, I sat in the right field bleachers of the Cubs game – behind me were a row of rooftops rented out by different exhibitors for various attendees of the Conferences (if you haven’t seen this phenomenon in person, this rooftop directory gives you an indication of its popularity):


- Broc Romanek