January 12, 2004

Proper Use of Boilerplate We

We have launched an exciting new monthly feature – “Carl’s Corner“! This feature is written by well known lawyer, Carl Schneider who is Of Counsel and former Chairman of Wolf, Block, Schorr and Solis-Cohen’s Corporate Law Department in Philadelphia.

Carl’s first feature is about how to use – and not use – boilerplate in corporate agreements. Carl has a unique way of conveying practical guidance on matters that many of us take as a “given” without pausing to reflect – so check this “Corner” out! [If you are seeking the PLI Notes that formerly resided where “Carl’s Corner” now sits, they are in our “Notes from Conferences” section of “Sarbanes-Oxley Law Firm Memos.]

Ill Will on the 6th Floor?

Last Wednesday, SEC Commissioner Roel Campos issued a dissent to the SEC’s enforcement settlement regarding the Heartland Group. It is extremely rare for a Commissioner to issue a dissent in an enforcement action (much more common to do so regarding a rulemaking, albeit even that is quite rare).

As I blogged about back on December 14th, the SEC took the unsual action to go after the independent directors of this mutual fund in this settlement. Campos believes the Commission was too lenient with the Heartlands independent directors and more meaningful sanctions should have been levied against the directors.

Add this dissent to the well-publicized split over shareholder access (Donaldson, Campos and Goldschmid are “for”; Atkins and Glassman are “against”) and you can easily envision a not-so-peaceful co-existence on the 6th floor of 450 5th St. these days (all of the Commissioners have their offices on the 6th fl. of the SEC’s HQ).

By the way, it appears that a SEC roundtable on shareholder access will be held sometime in late January/early February.

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