Monthly Archives: March 2018

March 30, 2018

The Bronze Bunny

As seen on Haight Street in San Francisco…

This sculpture replaces the “Bronze Pink Bunny,” which had been destroyed…

Broc Romanek

March 29, 2018

Blockchain: Bonanza for the Big 4?

We’ve all heard the mantra that blockchain is a disruptive technology that will turn entire industries upside down, including  legal services and public accounting.  Well, according to this Bloomberg blog, the big winners of disruption in the accounting industry will be  – wait for it – the Big 4!

Wait – what?  Yup, that’s what it says. This excerpt notes that the Big 4’s key advantage is their technology infrastructure:

As a result of technology transforming the accounting profession, “If you look at the breakdown of the profession over the next five to eight years you are going to see much more consolidation than we have seen in the past. The top four are going to be acquiring some of those in the next twenty firms. Auditing is going to be done by firms with far more technical ability than we have seen in the past. I think a large number of firms are going to disband,” said Richardson.

Translation? Regardless of your firm’s aggregate technical knowledge in auditing procedures and regulatory guidance, if you don’t have the technology systems in place, or are shortly behind in development, you simply won’t be able to keep pace with those who do.

As the accounting profession migrated from a paper and pen to fingers and spreadsheets, there was a element of instability that rocked the industry. The transition to nodes and blocks will be even more uncomfortable, but the ultimate beneficiaries will remain the same. Expect another generational wave of “Big Four” dominance in the accounting sector, even in a blockchain disrupted universe. If anything, it is another layer of concrete on top of a foundation that never seems to crack.

So, in the accounting profession, the results of this revolution may end up looking a lot like many others before it – “Meet the new boss. Same as the old boss.”

Big Data: Facebook Sells User Data – But Edgar Gives it Away!

Facebook’s in the hot seat these days for its practices regarding user data – but move over Mark & Sheryl, because it turns out that Edgar just might be a gold mine for data harvesters too.  According to this Matt Levine column, a new study reveals that not only can you review a company’s SEC filings, but you can often find out who else has taken a peek. Here’s an excerpt:

But here’s another wild thing about this paper: You can go find out which hedge funds accessed which documents on Edgar! I mean, that seems wild to me, but the authors’ literature summary mentions several other papers that use the same technique. In each case researchers use public records to figure out which hedge funds own which IP addresses, and then match the IP addresses to Edgar traffic logs that the SEC makes available.

The Edgar logs are posted quarterly with a six-month lag, and you can’t necessarily match up every hedge fund with an IP address, so you can’t find out, say, what companies Dan Loeb or Bill Ackman are looking at today. But you can at least find out what companies some hedge funds were looking at a year ago, and what sort of research they did. It might tell you interesting things about their investing processes.

I had no idea that you could do that, and I doubt many other people did either.  But whether the info is dated or not, in an era where everyone’s an activist target and hedge funds rely so much on stealth, is there any reason that companies shouldn’t put their big data folks to work crunching those traffic logs?

ESG: 85% of S&P 500 Issue Sustainability Reports

According to this new report from the Governance & Accountability Institute, 85% of the S&P 500 published sustainability or corporate responsibility reports in 2017.  As this excerpt illustrates, that percentage has risen dramatically since 2011:

During the year 2011, just under 20% of S&P 500 companies reported on their sustainability, corporate social responsibility, ESG performance and related topics and issues;
– In 2012, 53% of S&P 500 companies were reporting — for the first time a majority;
– By 2013, 72% were reporting — that is 7-out-of-10 of all companies in the popular benchmark;
– In 2014, 75% of the S&P 500 were publishing reports;
– In 2015, 81% of the total companies were reporting;
– In 2016, 82% signaled a steady embrace by large-cap companies of sustainability reporting;
– And in 2017, the total rose to 85% of companies reporting on ESG performance.

John Jenkins

March 28, 2018

10-K/A: 13 Reasons Why

This Audit Analytics blog reviews the 13 reasons why (sorry, Netflix – I couldn’t help myself) companies amended their Form 10-Ks last year. Not surprisingly, the most common reason was a need to include Part III information due to an inability to get their definitive proxy materials on file within 120 days of the fiscal year end. In fact, these amendments accounted for 52% of total 10-K/A filings in 2017. In fact, here are the top 5 reasons for filing a 10-K/A:

– Part III information – 52%
– Signatures & exhibits – 8%
– Auditor’s consent – 7%
– Auditor’s report – 7%
– CEO & CFO certifications – 6%

Most of these reasons for amending involved pretty technical stuff – but there were some more problematic reasons for amending a 10-K as well. Modifications to disclosure controls & procedures or ICFR disclosures accounted for 5% of amended filings, while restatements accounted for 4%.

Reflecting in part the continuing downward trend in the number of public companies, a total of 340 10-K/As were filed last year – that’s a decline of nearly 20% from the roughly 420 10-K/As filed in 2016.

Lease Accounting: Fear & Loathing on “The Implementation Trail”

According to this recent Deloitte survey, all is not well on the path to implementation of FASB’s new lease accounting standard. With less than 9 months to implement the new standard, most public companies are still woefully underprepared.  Here’s an excerpt from the press release announcing the survey results:

Just 21.2% of finance, accounting and other professionals say their companies are “extremely” or “very” prepared to comply with the FASB’s and International Accounting Standards Board’s (IASB) respective new lease accounting standards, according to a recent poll from the Deloitte Center for Controllership™. That’s more than double the number expressing confidence from early 2016 (9.8 percent), when the standards were initially issued, but still relatively low as the deadline for adoption (Jan. 1, 2019 for U.S. publicly traded companies) draws closer.

Most survey respondents don’t think that the FASB’s recent efforts to ease the implementation process will make their lives easier as they work toward compliance. In fact, only 10% of respondents anticipate the FASB’s measures will reduce the amount of time and effort needed to implement the new standard.

Transcript: “Activist Profiles & Playbooks”

We have posted the transcript for the recent webcast: “Activist Profiles & Playbooks.”

John Jenkins

March 27, 2018

Spotify’s Non-IPO: Don’t Lock Me Up, Bro!

Spotify’s novel approach to the IPO process – and by that I mean, not having an IPO process – has attracted a lot of media attention.  Media reports dutifully check-off all the ways that Spotify’s direct listing differs from an IPO, but the one that I find most intriguing is the absence of a lock-up to prevent insiders from selling shares for 6 months after the deal.

Bloomberg’s Matt Levine writes that if this goes well, Spotify may inspire other unicorns to emulate many of the aspects of its non-IPO – even if they opt for the traditional IPO route.  This excerpt suggests that this may include leaning on the underwriters to forget about a lock-up and some other terms “near & dear” to bankers’ hearts:

More substantively, if you want to do an IPO but don’t want to lock up your existing shareholders from selling stock for three to six months afterwards, maybe you could say no to that too? Or if you want to do an IPO but don’t want to give the banks a “greenshoe” option to help them stabilize the shares? The banks will freak out about this and tell you that these are essential elements of the IPO process, and that eliminating them is risky and almost unprecedented. But if Spotify eliminated them and did fine, then why can’t you?

No lock-up? No shoe? “Oh brave new world that has such creatures in it!” Naturally, the push-back against Spotify’s assault on the citadel appears to have already started – check out the excerpt from this Forbes article:

Spotify’s direct listing with no lock-up seems to indicate that at least some of the insiders can’t wait to bail on this thing. That could mean that they don’t see a long-term future for the company (and maybe even the streaming delivery side of the music industry in general), or don’t think the prospect of an acquisition to be very high. Otherwise, they would have endured a traditional IPO along with its customary lock-up period without a blink of an eye, or at the very least imposed some sort of partial lock-up into the direct listing where only a certain percentage of stock could be sold.

So, depending on your point of view, Spotify’s non-IPO is either a bold strike at “Big IPO” or just an innovative new way for insiders to bail-out of an investment whose best days are behind it. However innovative Spotify’s approach may be, the reaction to it proves once again that “for every buyer, there’s a seller. . .”

Theranos: A Wake-Up Call for Private Companies 

Unless you’ve been in a coma, by now you’re aware of the SEC’s recent enforcement action against Theranos and two of its executive officers.  This recent blog from Kevin LaCroix says that the case has important lessons for unicorns:

The simple but important point that should not be lost amidst the more attention-grabbing aspects of this situation is that a private company and its executives can be held liable for violations of the federal securities laws. While there is nothing revolutionary or even new about this point, it is one that is often overlooked when distinctions are being drawn between private and publicly traded companies.

Private companies and their execs are every bit as subject to liability under the securities laws as their public company counterparts.  As Co-Director of Enforcement Steve Peikin put it in the SEC’s press release announcing the proceeding, “there is no exemption from the anti-fraud provisions of the federal securities laws simply because a company is non-public, development-stage, or the subject of exuberant media attention.”

Theranos: When Unicorns “Neither Admit Nor Deny” They’ve Gone Bad

Speaking of the Theranos press release, the SEC did one of the things that it does regularly when announcing settlements that just leaves me shaking my head.  The release alleges a “Massive Fraud”  and says that CEO Eleanor Holmes was stripped of control for “defrauding investors” in an “elaborate, years long fraud.”  Of course, several paragraphs – six but who’s counting? –  after this chest thumping comes the inevitable coda:

  “Theranos and Holmes neither admitted nor denied the allegations in the SEC’s complaint.”

You can count me among those who think that “neither admit nor deny” settlements are generally a good idea.  But when you throw around phrases like this and accompany them with a “neither admit nor deny” settlement, you set yourself up for the inevitable question – if it was so bad, why was this all you got?

Remember when Ohio State’s then-president Gordon Gee infamously remarked that the school’s desultory 13-13 tie with Michigan in 1992 was “one of our greatest wins ever?”  This isn’t quite at that level, but there’s a similar disconnect between rhetoric and reality here, and media reports like this MarketWatch article suggest that it undermines the Division of Enforcement’s credibility.

John Jenkins

March 26, 2018

Whistleblowers: Not Quite Powerball, But Still. . .

I read that somebody in Pennsylvania apparently hit the $457 million Powerball jackpot last week. That lucky individual is probably the only person in America who had a better week than the three people who the SEC announced hit its whistleblower jackpot to the tune of $83 million – the largest payday in the history of the SEC’s whistleblower program.

The SEC doesn’t disclose information that might identify a whistleblower – but according to this Reuters article, the trio earned their “” payday for their assistance in an enforcement action involving Merrill Lynch that resulted in a $415 million settlement.

Here’s an excerpt from the SEC’s press release:

The SEC today announced its highest-ever Dodd-Frank whistleblower awards, with two whistleblowers sharing a nearly $50 million award and a third whistleblower receiving more than $33 million. The previous high was a $30 million award in 2014.

“These awards demonstrate that whistleblowers can provide the SEC with incredibly significant information that enables us to pursue and remedy serious violations that might otherwise go unnoticed,” said Jane Norberg, Chief of the SEC’s Office of the Whistleblower. “We hope that these awards encourage others with specific, high-quality information regarding securities laws violations to step forward and report it to the SEC.”

The SEC’s press release also noted that it has awarded more than $262 million to 53 whistleblowers since the program’s inception in 2012.

Be sure to check out this blog from Kevin LaCroix addressing some of the implications of these recent awards in light of the Supreme Court’s Digital Realty Trust decision.  His bottom line is that these developments add fuel to the already burgeoning cottage industry in whistleblowing – and that even more whistleblowers will be encouraged to come forward.

SCOTUS: ’33 Act State Court Jurisdiction Lives!

Last week, in Cyan v. Beaver County Employees Retirement Fund, a unanimous Supreme Court held that class actions alleging claims under the Securities Act of 1933 may be heard in state court. It also held that if those claims are brought in a state court, they can’t be removed to federal court.

This Woodruff Sawyer blog notes that the Cyan decision is a big win for the plaintiffs’ bar – and bad news for IPO companies & their D&O carriers. Here’s an excerpt:

Companies that have recently gone public: buckle up. This is especially true for companies that are headquartered outside of California since California-based companies have already been living with this reality for several years.

While there have been some non-California-headquartered companies that were sued in California state courts over their S-1 filings, most of the suits brought against IPO companies in California state court have a clear California nexus.

With the ruling in Cyan, other state courts will be opening their doors for IPO-suits.

As we’ve previously blogged, California courts have been a preferred venue for plaintiffs in IPO lawsuits due to their relaxed pleading standards – which result in a lower dismissal rate than cases filed in federal court. Filing suit in a California state court also avoids application of the automatic stay in discovery that would apply to federal cases under the PSLRA.

Now it looks like IPO companies in other jurisdictions need to be prepared to be on the receiving end of Securities Act claims in plaintiff-friendly state courts as well. We’re posting the horde of memos in our “Securities Litigation” Practice Area.

Blockchain: “Solving Section 11 Tracing Problems Since ’20??”

If this Katten memo is right, then the Supreme Court’s Cyan decision may soon not be the only reason that Securities Act plaintiffs have to rejoice.  It turns out that our new pal blockchain may solve the 1933 Act’s version of the “Riddle of the Sphinx” – Section 11’s tracing requirement.  Here’s an excerpt:

The manner in which stock transactions are currently cleared, settled and recorded makes it impossible to trace a single share of stock once the issuer makes a second offering or other shares enter the market through, for example, the exercise of options or the lapse of share restrictions. As a result, broad swaths of stockholders are effectively barred from maintaining claims under Section 11 or Section 12(a)(2).

The application of blockchain technology to stock ledgers could result, over the ensuing years, in the gradual movement away from the masses of fungible stock held by investors indirectly through the DTC, which makes tracing currently impossible, to a system in which stock transactions for each individual share of stock are recorded in a blockchain ledger.

The only good news for potential defendants is that the shift to blockchain technology hasn’t happened yet.  But once DTC implements blockchain ledgers, the most formidable impediment to Section 11 claims may well be eliminated.

John Jenkins

March 23, 2018

More on “Mandatory Arbitration: Clayton’s “Not Anxious” to Give ‘Thumbs Up’”

Last week, SEC Chair Clayton danced around the issue of whether the SEC would go through a formal rulemaking process to institute mandated arbitration. This occurred during the Q&A portion of his remarks at CII’s Spring Conference. As we’ve blogged, mandatory arbitration would be a major change to a decades-old policy of the SEC. It perhaps would be the single most anti-investor policy change the SEC could make in several decades – if it happens.

Chair Clayton said he would not commit to going through formal rulemaking, including the public comment & economic analysis under the Administrative Procedure Act. He said instead that the SEC would use some “fair” process to make the change (if the policy change was to occur) – but refused to say if that would include a formal public comment & economic process.

Last week, over two dozen House Financial Services Committee Democrats sent this letter to Chair Clayton asking the SEC to reject mandatory arbitration as a matter of public interest and the law…

Farewell to Julie Yip-Williams

Nearly five years ago, I blogged about meeting Julie Yip-Williams and her battle with cancer. I referenced her popular blog about her battle. I know that she has touched many in our community as I am asked about her all the time. I am sad to report that Julie has finally passed away. Here is Julie’s obit that ran today in the NY Times.

As noted in this recent CBS report, Julie had an amazing – and challenging – life. Here’s an excerpt:

It started 42 years ago in post-war Vietnam. Julie was born totally blind. Immediately, her grandmother intervened. “She set up a meeting between my parents and this herbalist, and had my mother and father take me to this man,” she said.

And her grandma’s intention was what? “To have me killed,” she said, “because I was blind.”

“And she just thought there was absolutely no future in that?”

“There was no future for me, nobody would ever want to marry me, I was an embarrassment to the family,” Julie said.

Spring Awakening: Notes from This Year’s CII Meeting

Here’s the intro from Nell Minow’s blog about CII’s Spring Conference:

The theme I heard most often at the annual spring meeting of the Council of Institutional Investors was ESG: environmental/social/governance risks and investment opportunities. The issues of how best to understand ESG and factor it into assessing investment risk and return and how to respond as investors through proxy voting or engagement came up in a number of contexts. Other issues that were raised more than once included voting rights, crypto-currencies and initial coin offerings, and international investments and investors.

Broc Romanek

March 22, 2018

More on “Three Women on Every Board! That’s Progress?”

Recently, I blogged about a California bill that would require at least three women on boards. I’ve also mentioned that it’s sad that quotas are the only solution to a problem that would so easily be solved with common sense. But I do think we are at that stage. And I do worry that quotas will set the “high bar” for women on boards – which would just be plain dumb. A member sent in this note with a similar sentiment:

The chest thumping over how proud companies are to have 20% women directors is really getting to me. Perfectly smart people are just over the moon about having two women on an 11-member board – and they want to say it ten different times plus in a giant pie chart. I think we’ve kind of lost our minds.

Maybe the standards are just too low – or when investors say at least one or at least two, people are thinking that’s best practices. But they really should (and do) know better.

Specialty ISS Policies Push for 30% Diverse Board Composition

Here’s an excerpt from this blog from Davis Polk’s Ning Chiu:

ISS has updated its Socially Responsible Investing (SRI) and Catholic Faith-Based policies so that the proxy advisor will recommend against incumbent governance committee members under the SRI policy, and all incumbent board members under the Catholic Faith-Based policy, at boards that are not at least 30% diverse and include at least one woman and one ethnic minority. Given that only 24% of Russell 3000 boards have such composition, the policies are expected to result in a “substantial increase” in the number of negative recommendations for directors. At the current pace, S&P 500 boards are expected to reach 30% diversity by 2028, but not until 2037 for Russell 3000 companies.

State Street: May “Vote No” for Stewardship Principles Non-Compliance

Here’s the intro from this Ning Chiu blog:

The Chief Investment Officer of State Street Global Advisor (SSGA) has sent letters to board chairs and lead directors at S&P 500 companies requesting that they report on their compliance with the principles outlined by the Investor Stewardship Group (ISG). We previously discussed the ISG Corporate Governance Principles.

Starting this month, SSGA will review governance practices at those companies and seek to “proactively engage with companies to better understand the reasons for non-compliance.” If SSGA believes that companies are not adequately explaining their governance approaches, either publicly or through engagement, SSGA may hold the board accountable by voting against the independent chair, lead independent director or most senior independent director up for election.

State Street’s “Fearless Girl” Campaign: One Year Later

As noted in this State Street press release, 152 public companies that the firm reached out to – through either its voice or its vote – that previously had no women on their boards, now have at least one female board member. Hard to believe that there were companies that were ‘all male’ in this day & age…

Broc Romanek

March 21, 2018

Rule 701: A Rare SEC Enforcement Action

As noted in the memos posted in our “Rule 701” Practice Area, the SEC recently brought an enforcement case to enforce the $5 million limit in that rule. Here’s the intro from this Steve Quinlivan blog:

Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933. One component of Rule 701 requires certain disclosure materials to be delivered to employees if the aggregate sales price or amount of securities sold during any consecutive 12-month period exceeds $5 million. Rule 701 provides that for options to purchase securities, the aggregate sales price is determined when an option grant is made (without regard to when the option becomes exercisable).

In a settled enforcement action, the SEC alleged Credit Karma, which the SEC describes as a “pre-IPO internet-based financial technology company headquartered in San Francisco, California”, blew through the $5 million disclosure limit. Specifically, the SEC alleged “From October 2014 to September 2015, Credit Karma issued approximately $13.8 million in stock options to its employees “ and “failed to comply with the disclosure requirements of Rule 701, even though senior executives were aware of Rule 701”.

Data Breach: SEC Brings “Plain Vanilla” Insider Trading Case

Last week, as noted in this press release, the SEC drove home the point that you have to be mindful of the SEC’s recent cybersecurity guidance – that includes a discussion of insider trading policies – as the agency brought an insider trading case against a former officer at Equifax in connection with their data breach. This was not a complex case. He was fired. The executives covered by the special committee review have not been charged.

Just read the SEC’s complaint and Googled the guy. Threw his career & reputation away for $100k – was literally offered the CIO position and had it yanked when they found out about the trading. A wife and two young kids. I’ll never understand how people think they’ll get away with this stuff…

Don’t forget our upcoming webcast: “Insider Trading Policies & Rule 10b5-1 Plans“…

Dodd-Frank’s Coming Rollback

Last week, as noted in this memo (also see this WSJ article), the Senate approved – by a vote of 67 to 31 – the “Economic Growth, Regulatory Relief, and Consumer Protection Act,” which includes certain limited amendments to Dodd-Frank and other targeted modifications to various post-crisis regulatory requirements. This WSJ article notes that the House might not rubber-stamp the Senate bill…

Due to her frequent scrapes with the law, this article says that Lindsay Lohan is the new face of legal directory…

Broc Romanek

March 20, 2018

Shareholder Proposals: Chevedden’s First “Notice of Exempt Solicitation”

The battle over the right to call special meetings intensifies. Here’s an excerpt from this Gibson Dunn memo:

Each year some public pension funds and other institutional shareholders voluntarily file with a Notice of Exempt Solicitation with the SEC under Exchange Act Rule 14a-6(g). This rule requires a person who owns more than $5 million of a company’s securities and who conducts an exempt solicitation of the company’s shareholders (in which the person does not seek to have proxies granted to them) to file with the SEC all written materials used in the solicitation. However, these funds also file these Notices, which appear on Edgar as “PX14A6G” filings, typically to respond to a company’s statement in opposition to a shareholder proposal included in the proxy statement or to otherwise encourage (but not solicit proxies from) shareholders to vote a specific way on shareholder proposals, say on pay proposals and in “vote no” campaigns.

In a new twist, this week John Chevedden (the most prolific individual shareholder proponent given that he submits them in his own name and by using “proposal by proxy” to submit proposals for other shareholders) filed his first “Notice of Exempt Solicitation.” Chevedden’s Notice addresses a proposal included in the AES Corp. proxy materials to ratify the company’s existing 25% special meeting ownership threshold. The SEC staff previously concurred that AES could exclude from its proxy materials Chevedden’s shareholder proposal requesting a 10% special meeting threshold pursuant to Rule 14a-8(i)(9) because the company’s ratification proposal and the shareholder proposal conflicted. See The AES Corp. (avail. Dec. 19, 2017).

Shareholder Proposals: Lobbying

As noted in this press release, corporate lobbying disclosure remains a top shareholder proposal topic. A coalition of more than 70 investors have filed proposals at 50 companies asking for lobbying reports that include federal and state lobbying payments, payments to trade associations used for lobbying and payments to any tax-exempt organization that writes and endorses model legislation.

And as reflected in this no-action response to Citi, Corp Fin doesn’t seem to be interpreting its “economic relevance/(i)(5)” guidance under Staff Legal Bulletin #14I to allow exclusion of these proposals…

The Disney Annual Meeting: Fake News

A few weeks ago, I blogged about a press release from “National Center for Public Policy Research” and the drama at the meeting. At the time, I blogged that this looks like a lot of hard spin to me as this organization likes to stir things up at “liberal” company meetings.

I wanted to follow up to address some of the claims in that organization’s press release that I didn’t blog about – claims about Disney’s CEO Bob Iger. After listening to some of the meeting’s audio archive, I can say there seems to be a lot of “fake new” in that press release. As the audio reveals quite nicely, the organization’s leader is well known to Iger from previous encounters – and was allowed to speak – and his hostile harangue was justifiably booed by the audience. Listening to the audio, I thought that Iger handled an aggressively hostile questioner respectfully, under the circumstances. This episode makes a good case to webcast your annual meeting – so that folks can listen to the audio archive if “fake news” comes your way…

Broc Romanek

March 19, 2018

The Financial Printer Diaries: Tales of an Era Gone By – Part 4

Below is Part 4 of a collection of memories from members about working at the printers (here’s Part 1; Part 2; and Part 3). Please keep them coming and I will only blog them if you give me permission – you can determine whether you want attribution or anonymity:

– Chris Chaffin notes: I started at Vinson & Elkins in Houston in 1995 right as the markets started picking up again. The “Corporate & Securities” section seemed perpetually understaffed so we were thrown right into the fire as first-years. The Spring of my first year, I started dating my eventual wife of now 19 years. After our first date, I told her “I don’t know when I will see you again” which she didn’t understand. I meant of course “well, I’m always at the printer, so I don’t know.”

I was then stuck at the printer and talking about it with one of the salesmen and he suggested that he could order in some really nice food at the printer and I should invite her to dine at the printer. So, I called her up and invited her to a “private” dinner in the corner of the Bowne dining room. Bowne brought in some really nice Italian food with sumptuous desserts and we had a “dinner date” right there at the printer. The rest is history – three beautiful children and we still laugh about our early date at the printer.

– My first night at the printer in 1987 spent proofing, correcting, redrafting, etc. For dinner, I was given a credit card and told to enjoy at the Old Homestead downtown. When I returned, the invoice was examined and it was determined that I had not eaten (or spent) enough, and lobster tails, shrimps and steaks were summarily ordered in. In those days, that was the norm.

– My favorite printer moment was a particularly protracted filing (several days shuttling between the printer and a downtown hotel) – one evening upon submission of hundreds of pages of changes, with time to kill until the turnaround would be complete – traveling uptown to the Beacon Theatre to catch one of the performances of the Allman Brothers during their annual run in March, and thence returning to the Printer to complete the proofing and filing of the documents by morning. All-in-all, a very satisfactory experience.

– In 1986, I was a first year associate at a large prestigious law firm and sent to the printer in Houston for a large bond deal. They had just converted to the computer typesetting and were busy bragging to the attorneys and bankers about how great their system was. About 3 AM, we received what we hoped was the final draft of the indenture to put into the filing package. Turns out that their fancy new system had dropped every “y” in the document. They were horrified. Eventually it was fixed and we had to re-slug a long document. At least I got a few good meals and tickets to the NBA Finals out of it.

– Kent Shafer of Miller Canfield: When I was a kid, I worked part time proofreading for the printer on the next block, which did calendars, advertising fliers, and so on. It was a hot, filthy, noisy place – linotype machines clacking, ink on the floor, and acrid smoke in the air. Shortly after joining our firm, a senior partner dispatched me to “the printer” in New York (Pandick). Having worked at a printer before, I thought I knew what to expect. I was wrong. I will always remember being shown into that elegant, mahogany filled room, with a cheerful fire burning in the fireplace, and being served coffee in a china cup by a uniformed waitress wearing a white apron.

More on “Proxy Season Blog”

We continue to post new items daily on our blog – “Proxy Season Blog” – for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Shareholder Proposals: Trends
– How Do You Count a Multi-Day Board Meeting?
– Shareholder Proposals: 1st “Economic Relevance” Exclusion Since New Guidance
– Shareholder Proposals: CII Jumps Into “Special Meeting” Conflicts Fray
– Shareholder Proposals: No Exclusion for “Independent Chairs & NYSE Standards”

Broc Romanek