June 7, 2018

The SEC is Having Technical Problems: You Got That Right

I was excited to get an email from the SEC last night with the title of “Technical Issue Resolved.” Figuring that the SEC was finally ready to be transparent when Edgar goes down – yes, Edgar was down again yesterday – I eagerly opened the email. It said:

A technical issue that arose during routine maintenance caused a cache of previously issues materials to be be resent. The issue has been resolved but you may receive a limited number of additional outdated emails. We regret any inconvenience to you.

In other words, the SEC is willing to be transparent when it accidentally sends out old press releases – but the agency is still not willing to address the “elephant in the room.” As I have been doing for some time (see this blog for one of many), I will continue to hammer home the importance of fixing Edgar – and also hammer home the much easier fix of just informing us when Edgar is down (and then back up)…

More on “Big Brother’ is Watching You (Reading That Proxy)”

Got a number of interesting responses to my blog a few days ago about the SEC’s Edgar logs. This one was my favorite:

In its 2008 interpretive release about ‘use of company websites,’ the SEC was adamant that companies not track visitors to IR websites, in order to maintain anonymity of site visitors – but the SEC not only captures similar information on Edgar but actually makes that information publicly available. I’m baffled by the logic.

Director Compensation: Post-Investor Bancorp Reversal World Ain’t Pretty

Here’s the intro from Mike Melbinger’s blog over on

We are beginning to see the impact of the Delaware Supreme Court’s reversal in the Investors Bancorp case – and it is not pretty. Two companies/boards recently agreed to settle lawsuits over non-employee director compensation and the attorneys for the parties and the Chancery Court Judge acknowledged that the settlement was influenced by Investors Bancorp.

In Solak v. Barrett, the lawsuit alleged that the directors of Clovis Oncology paid themselves excessive compensation in breach of their fiduciary duties and wasted corporate assets. According to the complaint, non-employee directors received an average of $617,700 in 2015, which was more than twice the average compensation of non-employee directors in the Fortune 50. Clovis is well outside the Fortune 500.

Broc Romanek