TheCorporateCounsel.net

There’s an old saying to the effect that “comedy equals tragedy plus time.”  It’s in that spirit that we offer up the topic of “holiday lowlights” to kick off this year’s holiday season. Honestly, we can’t think of a better topic for 2020, since the entire year has been one continuous lowlight.

I think one thing that everyone who practices corporate or securities law for a living can agree on is that you aren’t really a full-fledged lawyer until you’ve had at least one holiday season ruined completely by a mad rush of transactions or other work. For some reason, it really does seem like somebody turns on a fire hose of work the moment they hang a wreath in the office lobby.

Liz, Lynn and I were emailing back and forth a few months ago when this topic came up, and we thought it might be interesting to start 2020’s holiday season by tossing out some of our worst holiday season experiences & inviting you to share your own.  If you’re game, we’ll share your stories in a blog early next year – after we’ve shooed 2020 out the door and are hopefully starting to see people roll up their sleeves for a vaccine.  To get things started, here are some of your faithful editors’ own ghosts of Christmases & Hanukkahs past:

Lynn Jokela: I remember being shipped off on an impromptu flight to Fargo, North Dakota on Christmas Eve in order to obtain a signed & sealed closing document. The client then took me to lunch at a Chinese buffet that included sushi!! Yes, sushi. Did I mention this was in Fargo?

Liz Dunshee: I was so caught up with a tender offer and options backdating investigation that I overworked myself into the ER one Christmas. It was so bad that my mom had to come up for 2+ weeks to take care of me, a grown adult, because I couldn’t get out of bed. To make matters worse, I’d organized a big holiday party for friends near & far, they had it without me, and I’m still hearing about what a fabulous night it was, nearly 15 years later.

John Jenkins: I’ve been involved in lots of M&A deals that closed over the holidays, and for many years, I also had a small cap client with a 9/30 year-end that was entirely dependent on me to prepare its 10-K, and crunch time was always around the holidays. To make matters worse, the company shut down over Christmas week every year. But my worst experience involved an IPO that I was working on in 1993. Our daughter was born early December of that year, and our oldest wasn’t even two yet. I was still an associate. The partner put me on a plane to Indianapolis two days after she was born, and I spent four days a week there for the next month getting an IPO filing together. Why my wife stayed married to me, I’ll never know.

I’m sure many of you reading this are saying to yourselves – “Oh, I can top that!” Well, please do. Shoot Lynn, Liz or me an email with your holiday season horror stories and we’ll blog them in the new year (anonymously, if you prefer).

ISS: No More “Sneak Peaks” for S&P 500

Kudos to Bob Lamm for picking up on news from ISS that not many folks caught when it was first announced, and non-members may not have seen when Liz blogged about it at the time on our Proxy Season Blog. It’s kind of big news too. Here’s an excerpt from Bob’s recent blog:

On November 2, the eve of what was arguably one of the most newsworthy if not significant elections in recent history, ISS snuck out an announcement that, effective January 2, 2021, it would no longer provide draft proxy voting reports to the S&P 500. Apparently, ISS – which has long been criticized for limiting the distribution of draft voting reports to the S&P 500 – has decided that the way to eliminate that criticism is not to send out draft reports at all.

Instead, ISS will send out proxy voting reports to its clients — i.e., investors — earlier and will send reports to all issuers at the same time at no cost. Thus (according to ISS), companies will have the time to provide feedback, and we’re assured that its “formal ‘Alert’ process” will enable companies to correct any errors and investors to change their votes.

The blog points out that ISS justified its decision to change its review process by noting that its purpose was originally to “help check the factual accuracy” of its reports. ISS says that it has invested heavily in enhancing the accuracy of its data, and that the review process isn’t being used as it intended. Instead, it has led to “lobbying” by companies against ISS’s recommendations.  Wow, they must have been completely shocked that companies responded in that way, huh?

Attesting Electronic Signatures: There’s a Form for That!

Lynn recently blogged about the welcome news that the SEC amended Rule 302(b) of Reg S-T to permit electronic signatures. As amended, the rule provides that before initially using an electronic signature to sign a filing, a signatory must manually sign a document attesting that he or she agrees that the use of an electronic signature for an SEC filing constitutes the legal equivalent of such individual’s manual signature. So, what should that attestation look like? This Steve Quinlivan blog offers up a form that might fit the bill. Check it out!

– John Jenkins