TheCorporateCounsel.net

Following up on my blog about things to hate about the proxy season, a bunch of anonymous members sent in these things that they hate:

– Colleagues, executives & directors, who had no idea what it took to put the proxy statement together – and thought, gather a little information, make it look presentable and presto, the proxy statement is prepared in a couple of days, what’s the big deal.

– All those folks who complain about having to attend so many internal meetings to discuss the proxy statement and its content when I feel like a person with multiple personalities as I hold endless internal dialogues with myself about content, revisions, positioning, etc. with little to no meaningful internal input (unless you count directors sprucing up their bios). And then, I get to draft it all.

– Having no budget and no personnel & then having other companies create interactive proxy statements (where I am sure they did have a budget for external advisors or lots of internal folks) that are brought up as shining examples of what a proxy statement should look like.

– A gripe about director independence disclosures. Every company does them differently and every company thinks it complies with the rule. And explaining with a straight face why ISS thinks there’s an independence issue and will oppose the re-election of one of your directors because a member of the director’s extended family took an entry level job at a large, multinational professional services firm that the company paid $20K.

– I am in my tenth proxy rodeo here at “Large Corporation Named In My Contact Information.” This is the “Bad Colleague Moan and Groan.” At times like this, I would dearly love to bill by the hour. Along with the many status meetings and reviewing drafts – which I don’t really mind – I have to participate in too-numerous CD&A “drafting sessions” run by a non-lawyer who doesn’t grasp the meaning of the phrase. First of all, he is a pill. He is not a good colleague. His direct reports flee as soon as possible. He is not a good writer. But he “owns” the CD&A, so what can a nice lawyer do? I go. I give it the old college try. These sessions are not collaborative but rather, he tells us to tell him what to do write, so he can turn around take credit for the work put in by the rest of us. He argues over every suggestion. Won’t use commas. I am exhausted before we even begin. I might dress up as him for Halloween.

– Here are things I continue to dislike:

1 – Seasonality of it; so many proxies, in so little time
2 – Outsized and often arbitrary stress it generates for all concerned, and the effect that has on people
3 – Missing family time, being unable to respect commitments outside work and explaining to bemused friends “BECAUSE COMP COMMITTEE PRESENTATION TOMORROW”
4 – Being grossly out of shape for Spring sports
5 – 27# paper, red as a tint (pink!), fonts that don’t align in tables…

More on “5 Reasons Why I Love the Proxy Season”

Following up on my blog about things to love about the proxy season, an anonymous member wrote in some things he loves:

1. Responsibility & opportunity to work with smart people who get it on very high profile projects
2. Camaraderie; it takes “teamwork to make the dream work” and I enjoy being so engaged with clients and internal teams
3. Getting creative within tight boundaries
4. Contributing something tangible to a positive outcome
5. Copy & design that work together (because one without the other is like a meal with stale ingredients)

XOXO Doesn’t Mean “Hugs & Kisses”

Read all about email sign-offs & their true meaning in this hilarious New Yorker piece…

– Broc Romanek