January 8, 2018

Corporate Culture: Easy to Say, Hard to Do

Nothing drives me crazier than going to a conference & hearing a panel spend time talking about the “tone at the top.” It’s high-level governance stuff that everybody clearly knows is important. It’s “Parenting 101” – if your parents weren’t good ones, odds are that you had somewhat of a crappy childhood. That’s “tone at the top.”

But just because everybody knows about it, that doesn’t mean ‘good tone’ is widespread. In fact, sound management is quite rare in my experience. I can think of a number of governance organizations that appear to have poor management! And that shouldn’t be surprising given that quite a few folks get tasked with running an organization without any prior management experience – nor do they even recognize that management is a learned skill. They need training. To be honest, you can count me among those in that boat! But in my defense, I don’t really manage anyone – I just “coordinate” our team here. Just the type of thing any bad manager tells themselves, right?

Anyway, Cooley’s Cydney Posner blogged about the NACD’s new report on culture. I received it a while back & posted it in our “Code of Ethics” Practice Area – but couldn’t bring myself to blog about it for the reasons stated above. Sound management starts with a heavy dose of self-awareness by the board & senior management team…

Interactive Tool: Researching Boards Around the World

Pretty cool. Spencer Stuart has an interactive tool that will allow you to compare global board trends in governance, compensation & more. It’s worth checking out as more institutional investors apply an international outlook to their investments.

January-February Issue: Deal Lawyers Print Newsletter

This January-February issue of the Deal Lawyers print newsletter was just posted – & also mailed – and includes articles on (try a “2018 no-risk trial”):

– Utilizing Social Media in Proxy Contests
– Planning for M&A Cybersecurity Risks
– True-Ups After Chicago Bridge: The Two Sides to Working Capital Adjustments
– Valuation Analysis: Key to Avoiding Failed M&A Deals

Remember that – as a “thank you” to those that subscribe to both & our Deal Lawyers print newsletter – we are making all issues of the Deal Lawyers print newsletter available online. There is a big blue tab called “Back Issues” near the top of – 2nd from the end of the row of tabs. This tab leads to all of our issues, including the most recent one.

And a bonus is that even if only one person in your firm is a subscriber to the Deal Lawyers print newsletter, anyone who has access to will be able to gain access to the Deal Lawyers print newsletter. For example, if your firm has a firmwide license to – and only one person subscribes to the print newsletter – everybody in your firm will be able to access the online issues of the print newsletter. That is real value. Here are FAQs about the Deal Lawyers print newsletter including how to access the issues online.

Broc Romanek