April 10, 2014

A SEC Staffer’s Retirement Speech Rant: 5 Things to Wonder

A lot of attention was paid to this Bloomberg article covering a long-time SEC trial lawyer’s speech at his retirement party (also see this American Lawyer story, which might have been the first). That article spawned others (here is one, another – and another) – which caused even my wife to ask me questions.

Here are five things I wondered when I read it:

1. Who is Jim Kidney? – I never heard of him nor did other old-time alumni that I spoke to. I know Stephen Crimmins is cited in the article, speaking highly of him – but the name still draws a blank.

2. How Did Bloomberg Get the Remarks? – The typical farewell party is a fun occasion – and often sad too if the person is well-liked. I have never seen an actual speech reduced to writing until I obtained Meredith Cross’ remarks delivered at Paula Dubberly’s farewell party that I blogged about a few months ago. I actually got my hands on the text of Jim’s speech too!

3. Why Did Bloomberg Bother With the Story? – In my opinion, these type of speeches never are newsworthy. Except perhaps in trade blogs like this. But I guess we live in a different era of journalism now (some of the reporting was over-the-top, reading much more into the speech than the Bloomberg piece). I note that the remarks are from someone who spent 30 years on the staff but was never promoted to a senior manager position. So it’s kinda funny that this is news on the scale of a speech by the SEC Chair.

4. Does the SEC Still Have a Reputation Problem? – The meat is what James said, not who he is. Clearly, more enforcement cases should have – and still should be – brought in the wake of the ’08 financial crisis. So I can see how this minor thing becomes big news. And many people are applauding James for being frank. But we don’t know all the facts, that’s for sure. There are reasons that cases aren’t brought aggressively, typically because of bad law. Here’s the latest interview with SEC Chair White about her new vision for Enforcement, including the news that she only sleep four hours per night…

5. How Come I Didn’t Get the Scoop? – I need to work harder…

Of course, the best farewell speech stories are the ones that don’t deal with any substance. Like the time the guy got so drunk he could hardly speak. That might happen occasionally when someone retires from a private sector job, but I’ve only seen it once at a SEC party (and I’ve been to over 100). They typically are a “low flow” affair…

NYSE Proposal: Relaxation of Director Independence for Spin-Offs

In this blog, Oliver Rust of Duane Morris explains how the NYSE has proposed to relax its bright line director independence tests in limited circumstances, so that “a director may be deemed independent of a company that has been the subject of a spin-off transaction regardless of the fact that such director or his employer had a relationship with the former parent of such spun-off company.”

European Commission Proposes Revised Shareholder Rights Directive

Yesterday, the European Commission proposed a revised shareholder rights directive. It’s a biggie that has something in there for everyone, including binding say-on-pay and proxy advisory firm reform. We’ll be posting memos in our “Europe” Practice Area.

This “Citizen’s Summary” is a unique concept – explaining the proposal for the masses. In particular, see the bottom of the page -they thought of everything except designating hashtags…

– Broc Romanek