TheCorporateCounsel.net

In memory of Steve Carell’s departure from a fine show. An episode of “The Office” from a few seasons ago was a classic. Entitled “Shareholder Meeting,” the episode deals with a suffering corporate performance by Dunder-Mifflin – which is close to declaring bankruptcy – and an annual shareholder meeting that is not too far off the “bizarro” mark from Fortis’ crazy meeting last year. [The episode is archived on Hulu.]

The episode peaked at the end when Dwight Schrute endeavored to come up with a better way to run the meeting by making these suggestions during his turn to ask a question of management during the Q&A portion of the meeting:

“I’ve been standing in line all day. If this is any indication about how this company is being run, we are in big trouble. I want to say that there are options. What about taking a number? What about line varieties? Like an express line for quick comments of ten words or less that could move much more efficiently. What about ropes along the lines that you can hold on to?”

Corporate Governance Analysis: Issues Raised by “The Office”

Taking a page from the “That’s What She Said” Blog – a blog devoted to analyzing the employment law issues raised by “The Office” – below is my analysis of a few of the governance issues raised by this shareholder meeting episode:

1. Heavy security presence – Although a heavy security presence can needlessly scare attendees, it does make sense if a company believes there can be trouble and it wants to dissuade any would-be troublemakers from acting out. Given that Dunder Mifflin was in financial trouble, it probably was reasonable in this case.

2. Informing attendees of the ground rules – Attendees got rowdy pretty early, booing management right off the bat. Management should have done a better job controlling the meeting so it wouldn’t get out of control. One step in this direction is handing out ground rules for meeting conduct as folks came in the door.

3. Handling speakers – The all-white male senior management team also did poorly in managing its own microphone – allowing a middle manager (Michael Scott) to go beyond prepared remarks and blurting that the company had a 45-day plan when it didn’t. Not that I believe management’s remarks need to be completely scripted – but only true spokespersons should be delivering key statements. Then again, management was clueless in the face of angry attendees, essentially forcing Michael to do something to stem the tide.

4. 15-minute break during meeting – After Michael’s outburst about a non-existent plan, management called for a meeting break. This is not a bad idea if a meeting is getting out-of-control.

5. Long lines to ask questions – Perhaps the biggest surprise was that in terms of good governance, the meeting wasn’t a total wash. Numerous microphones were available and management appeared prepared to allow any and all questions.

6. Whistleblower protection – “That’s What She Said” provides analysis of the whistleblower implications of this episode, as well as the employee relations nightmare caused by management showing up in limos.

Poll: Who Should Serve as Inspector of Election & Tabulator for Annual Shareholder Meetings?

I’ve written before about my opinion on this topic – and practice still widely varies (and is evolving) – but this poll asks your opinion rather than what the practice actually is at your company (or at your clients):

– Broc Romanek