Nearly half of 550 companies worldwide surveyed in 2015 saw their directors meeting with investors in the past year, but North American companies had by far the lowest rate of director/investor interaction (26%, compared to e.g., Developed Asia at 81% and most other regions within the 50% – 60% range), according to BNY Mellon’s 2015 Global Trends in Investor Relations Survey.
Engagement highlights include:
The director most likely to participate in investor meetings is the lead director or board chair, although a corporate “chaperone” is usually still present – with 61% of IROs and 55% of management also in attendance.
Of the companies whose directors participated in investor meetings, most said such participation is standard company practice (54%), and most were prompted by investor request.
24% of companies reported having a written policy regarding interaction between directors and investors.
The most common topics for investor meetings with participation of directors are company strategy (82%) and management performance (50%).
21% that said they do not believe directors should be in direct contact with investors.
The number of companies that have strategies in place to communicate with key investors on corporate governance issues on a regular basis increased from 37% in 2013 to 46% in 2015. Those companies reported that the top issues addressed with key investors were board composition (76%), transparency and disclosure (71%), and remuneration (60%).
More than half of companies still don’t see ESG outreach as part of their investor strategy.
See also MoFo’s blog, which highlights results across various survey topics.
Survey: Strategic Assumption Concerns are Concerning
KPMG’s recently issued report on the board’s role in strategy simply provides more evidence of a trend toward the board’s greater and ongoing engagement with management, scrutiny and healthy challenge of strategic plans and underlying assumptions, and active participation in shaping strategy – from what was historically quite often a once/year cursory review and approval of the management-only developed strategic plan. The report is based on late-2015 roundtable input from more than 1,200 directors and senior executives across the country who shared their views on the board’s role in strategy in the context of increasing global volatility and uncertainty.
Among the noteworthy roundtable survey (of approximately 200 directors & C-suite executives) findings:
95% are either very or somewhat concerned that the high degree of uncertainty and volatility poses a significant threat to their company’s strategy.
78% are either very or somewhat concerned that management tends to use “more of the same” assumptions re: key factors and uncertainties in the external environment in setting strategy.
49% are only “somewhat satisfied” and 14% are not satisfied that management has an effective process to scan and monitor changes in the external environment on a regular basis in order to test the continuing validity of the critical assumptions at the core of the company’s strategy.
See the report’s Ten Recommendations for Strategy Engagement, this Accounting Today article, and my prior blogs on the board’s role in strategy:
We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net 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:
– Revenue Recognition Standard: Implementation Benchmarking & Guidance
– SEC Enforcement Action Database Launched
– Cybersecurity: The Board’s Role
– Survey: It’s Time to Brief Directors on Related Party Transactions Standard
– Survey: Corporate Governance & Exec Comp Practices of Top 100 Companies
Back in October, Corp Fin issued Staff Legal Bulletin No. 14H, which set forth a new “direct conflicts” standard for counterproposals. As noted in this blog, Corp Fin will only allow exclusion “if a reasonable shareholder could not logically vote in favor of both proposals.” In other words, proposals won’t be found conflicting unless they “directly conflict.”
On Monday, Corp Fin posted the first no-action letter issued under this new standard – this response to Illumina that allows the company to exclude a Jim McRitchie proposal that had requested that the board take the steps necessary so that each voting requirement in the company’s charter and bylaws that calls for a greater than simple majority vote be eliminated and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. The Staff’s response allowed exclusion under Rule 14a-8(i)(9) because it “directly conflicts with management’s proposal because a reasonable shareholder could not logically vote in favor of both proposals.”
Does this letter foretell a new strategy by companies to bar shareholder proposals? Here’s an excerpt from this Cooley blog on that topic:
Does this letter outline an approach that may appeal to other companies seeking to exclude a shareholder proposal? Of course, in some – or perhaps many – cases, companies may be reluctant to submit to their shareholders management proposals to ratify a position that is the opposite of one that governance activists and institutional holders are ardently promoting as de rigueur. Nevertheless, this approach is apparently just what Mr. Chevedden fears. In one of his many letters to the staff regarding this no-action request, Mr. Chevedden recognized what may well represent a strategy for the future: “Implicit in the company argument is the concept that henceforth any rule 14a-8 governance proposal topic, that often obtains a majority vote, might be kept off the ballot by simply asking shareholders to ratify the opposite of the rule 14a-8 proposal.”
Ironically – from the perspective of proponents of shareholder proposals (some of whom prompted the staff’s reexamination of the conflicting proposals exclusion) – under the staff’s prior approach, companies seeking to exclude a shareholder proposal would have submitted as a management proposal a moderated version of the shareholder proposal that at least took some steps in the proponent’s direction but, under the new approach, companies seeking exclusion will now need to submit management proposals that completely reject the proponent’s position.
Proxy Cards: Corp Fin’s New CDI on “Clear & Impartial” Proposal Descriptions
Yesterday, Corp Fin issued this CDI 301.01 about how a proxy card should “clearly identify and describe the specific action on which shareholders will be asked to vote” for both management & shareholder proposals. The CDI provides six examples of what not to do. This is one of those examples that doesn’t satisfy Rule 14a-4(a)(3): “A shareholder proposal on executive compensation.” The CDI doesn’t clarify whether it applies to VIFs – but it likely does. Here’s an excerpt from this Gibson Dunn blog:
The CD&I does not indicate that a shareholder proponent’s title or description of its own proposal is necessarily determinative of how that proposal should be identified on the company’s proxy card. For example, if a shareholder captions her proposal as “Proposal on Special Meetings,” that description presumably still may not satisfy Rule 14a-4(a)(3). Thus, a company remains ultimately responsible for determining how a shareholder proposal is described on the company’s proxy card.
Because the Staff’s interpretation was based on Rule 14a-4, it applies only to how proposals are addressed on a company’s proxy card. Nevertheless, we would expect the Staff to hold similar views in interpreting the requirement under Rule 14a-16(d)(6) that a company’s Notice of Internet Availability contain a “clear and impartial identification of each separate matter intended to be acted on.” Similarly, to the extent that companies are involved in reviewing and commenting on the form of voting instruction card that is distributed to street name shareholders, best practice is to conform the descriptions of proposals on the voting instruction card to the descriptions on the company’s proxy card. Companies also are subject to the general standard of avoiding misleading statements when identifying or describing proposals within the body of the proxy statement.
Notably, the SEC does not have a rule on the form and content of the state law notice that appears at the front of companies’ proxy statements. Thus, if a company has determined that a generic description of shareholder proposals is sufficient for the notice page of the proxy statement under state law, such as stating that the shareholder meeting agenda includes a “shareholder proposal, if properly presented,” the C&DI does not prevent that practice. As a result, the description (if any) of those proposals on the notice page may differ from how each proposal is identified on the proxy card.
Corp Fin’s New Enforcement Liaison Chief: Tim Henseler
It’s been five months since Mary Kosterlitz retired as the long-time Chief of the Corp Fin’s Office of Enforcement Liaison – and now Corp Fin has a new Chief for that Office: Tim Henseler. Tim moved over from serving as the SEC’s Director of the Office of Legislative and Intergovernmental Affairs.
According to this Bloomberg article, SEC Chief Accountant Jim Schnurr told attendees at the recent “SEC Speaks” conference that the SEC will deem the views of the “FASB/IASB Joint Transition Resource Group for Revenue Recognition” (TRG) to be practical guidance for purposes of implementing the new standard – and will expect companies to adhere to those views despite the fact that the TRG’s views are not FASB or IASB authoritative pronouncements or standards.
Notwithstanding the fact that the release announcing the formation of the TRG – and other information on FASB’s website about the group – specifically disclaim the TRG’s issuance of any guidance, Schnurr reportedly stated: “From a practice point from my office, we would expect a registrant to follow the guidance that comes out of those deliberations’ of the TRG… ‘If a company chose to take a different approach’ from what the TRG concluded, ‘we would expect them to come in and talk to us about why they were not following’ what the TRG had found.'”
Among the noteworthy trends identified in this recent report – SEC Enforcement Activity Against Public Company Defendants: Fiscal Years 2010 – 2015 – from Cornerstone Research and NYU: In the context of increasing scrutiny and challenge of the constitutionality and overall fairness of its administrative proceedings, the proportion of actions the SEC brought as administrative proceedings more than tripled from 21% in fiscal 2010 to 76% in fiscal 2015.
Additional key findings and trends include:
The total number of SEC enforcement actions in fiscal 2015 represented a 7% increase compared to record-breaking fiscal 2014, and was 10% above the median for fiscal years 2010 through 2015. The increase was fueled by a record level of independent actions.
From fiscal 2010 to fiscal 2015, the majority of actions against public company defendants involved either Issuer Reporting and Disclosure or FCPA violations.
The total number of enforcement actions initiated by the SEC generally increased over the past six fiscal years; however, the number of actions against public company defendants remained relatively stable. During this period, the SEC initiated a median of 735 actions per year with the total number of enforcement actions trending upward beginning in fiscal 2014 to a record 807 actions in fiscal 2015.
In fiscal 2015, more than 80% of public company defendants settled concurrently with the filing of the action. Concurrent settlements in civil actions dropped substantially, while concurrent settlements in administrative proceedings increased.
Following the passage of Dodd-Frank in 2010, which enabled the SEC to seek monetary penalties against an array of defendants in administrative proceedings, the majority of large penalties and disgorgements imposed on public company defendants have occurred in administrative proceeding cases.
We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net 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:
– CEOs Claimed Almost Half of New Board Seats in 2014
– Board Approach to Strategy & Risk
– DOJ Compliance Counsel Controversy
– Board Risk Committee Considerations
– Audit Fee Disclosures
According to this recent WSJ article, 2015 reported earnings were 25% lower than pro forma results – the widest gap since 2008, when companies took a record amount of charges. S&P 500 EPS reportedly declined by 12.7% on a GAAP basis, compared to an increase of 0.4% on a pro forma basis.
Although the use of non-GAPP measures is not inherently wrong or bad (and in fact, used properly, can be integral to understanding a company’s period-over-period performance and future prospects), SEC Chair White and other regulators have recently communicated concerns about its misuse or potential to mislead notwithstanding compliance with the letter of the law. Just last week, Chair White reportedly reiterated the SEC’s scrutiny of this area – portending regulation that presumably would aim to curb perceived abuses or the potential to mislead without hampering the clarity that the use of non-GAAP measures can provide.
In December, Chair White cautioned corporate finance and Legal staff and audit committees to be more vigilant and thoughtful about the use non-GAAP measures in her keynote address at the 2015 AICPA conference:
Another financial reporting topic of shared interest and current conversation is the use of non-GAAP measures. This area deserves close attention, both to make sure that our current rules are being followed and to ask whether they are sufficiently robust in light of current market practices. Non-GAAP measures are allowed in order to convey information to investors that the issuer believes is relevant and useful in understanding its performance. By some indications, such as analyst coverage and press commentary, non-GAAP measures are used extensively and, in some instances, may be a source of confusion.
Like every other issue of financial reporting, good practices in the use of non-GAAP measures begin with preparers. While your chief financial officer and investor relations team may be quite enamored of non-GAAP measures as useful market communication devices, your finance and legal teams, along with your audit committees, should carefully attend to the use of these measures and consider questions such as: Why are you using the non-GAAP measure, and how does it provide investors with useful information? Are you giving non-GAAP measures no greater prominence than the GAAP measures, as required under the rules? Are your explanations of how you are using the non-GAAP measures – and why they are useful for your investors – accurate and complete, drafted without boilerplate? Are there appropriate controls over the calculation of non-GAAP measures?
And both SEC Commissioner Kara Stein and PCAOB Chair James Doty signaled their concerns about the use by companies and investors of non-GAAP performance-related information in last week’s open meeting to consider the PCAOB’s proposed 2016 budget.
4% of exchange listed companies were named in federal securities class action suits in 2015 – up from 3.6% in 2014 and 3.1% in 2013, and 11% more securities class action suits were filed in 2015 compared to the prior year. These are among the findings and trends identified in the most recent report – Securities Class Action Filings: 2015 Year in Review – from Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse.
Additional noteworthy findings include:
The Consumer Non-Cyclical sector again had the most filings in 2015. This sector is predominantly composed of Biotechnology, Healthcare, and Pharmaceutical firms, which collectively totaled 43 filings.
Approximately 84% of the 2015 suits were largely based on Exchange Act Section 10(b) and Rule 10b-5. That percentage has been relatively consistent over the last three years. About 15% of the suits filed were based on Securities Act Section 11 – compared to 14% in 2014 and 9% in 2013.
Virtually all of the complaints filed in 2015 alleged misrepresentations in financial documents, which is largely consistent with prior years. About half of the complaints filed in 2015 alleged false forward-looking statements. Only about 11% of those actions were based on a restatement of the financial statements, while 35% alleged violations of GAAP.
Filings against companies in the Financial sector were well below historical averages, declining from 26 in 2014 to 17 in 2015. For the first time since 2006, there were no filings against banks.
IPO activity fell from 207 in 2014 to 117 in 2015, but remained above post dot-com bubble levels.
We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net 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:
– Computershare & AST Occupy 63% of Transfer Agent Market
– Survey: Financial Services Risk Management Practices
– Cybersecurity: Reporting to the Board
– Comprehensive Audit Committee Guide
– (Re)configuring Parent & Spin-Off Boards
Recently, I blogged about the process of companies selecting a SIC code when they file their IPO registration statement with the SEC, including how to change that code if the company’s business changes over time. One member asked me a follow-up question – Why does the SEC still use SIC Codes?
The member pointed out that the SIC code system is almost 80 years old and it supposedly was superseded by NAICS in 1997. “NAICS” stands for the North American Industry Classification System – and it’s the standard used by federal agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data related to the US economy. The answer to the question is “I don’t know” – anyone know?
Insider Trading: Mark Cuban Keeps The Heat On
As noted in this Dallas Morning News article, Mark Cuban has filed amicus briefs in three federal cases – including one before the US Supreme Court – regarding the SEC’s use of administrative law judges. As noted in the article, Cuban describes himself as qualified to weigh in on the issue because he was a “victim” of SEC overreach (see this blog about Cuban’s own insider trading case that he won in court a few years back – and this blog about his appearance at a “SEC Speaks” conference).
Misleading Statements: Sanofi Interprets Omnicare
After SCOTUS handed down its Omnicare opinion last year, many wondered what its impact would be – and how the case would be applied in the lower courts. A few weeks ago, the Second Circuit issued Tongue v. Sanofi that applies Omnicare. I’ve been posting memos on Sanofi in our “Securities Litigation” Practice Area…
Spanking brand new. By popular demand, this comprehensive “Auditor Engagement Handbook” covers how to engage an independent auditor, from the factors to be considered and engagement letter issues. This one is a real gem – 23 pages of practical guidance – and its posted in our “Auditor Engagement” Practice Area.
When I blogged last year about a Form 8-K license plate, a member reminded me that then-Corp Fin Associate Director Mickey Beach had a Virginia vanity plate with “12G3-2B” (this was a while back – before that Rule was modernized in ’08). Note that you can’t get lower case letters or parentheses on a license plate – so it’s impossible to get the true rule cite…
IR Web Page Leaks: How Bad Bots Are Destroying The Internet
I’ve blogged numerous times about keeping your earnings release information safe from premature leaking (here’s my latest). Here’s a good blog on the topic by Q4. Also check out Q4’s new finance app – Q4 Touch – that is designed for IROs and not just for investors. Go mobile!
My Final Four: UNC wins over Maryland. Purdue and Texas A&M also make the final weekend…
Unwaivable Statutes May Doom Forum Selection Provision
From this blog by Keith Bishop: Nearly four years ago, I wrote this post asking whether California’s anti-waiver statute voids choice of forum agreements. The statute in question was California Corporations Code Section 25701 which provides:
Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of this law or any rule or order hereunder is void.
Recently, the Franchise Law Committee of the Business Law Section of the California State Bar issued this e-Bulletin discussing the Court of Appeal’s recent opinion in Verdugo v. Alliantgroup, L.P., 2015 Cal. App. LEXIS 466 (May 28, 2015). In that case, the Court of Appeal reversed the trial court’s decision to enforce a forum selection clause in an employment agreement. The Court of Appeal summarized California’s approach as follows:
Although a party opposing enforcement of a forum selection clause ordinarily bears the burden to show enforcement would be unreasonable or unfair, the burden is reversed when the underlying claims are based on statutory rights the Legislature has declared to be unwaivable. In that instance, the party seeking to enforce the forum selection clause has the burden to show enforcement would not diminish unwaivable California statutory rights, otherwise a forum selection clause could be used to force a plaintiff to litigate in another forum that may not apply California law.
The Court of Appeal found that the employer’s speculation that the designated forum court would “most likely” apply California law was insufficient to meet this burden. It also suggested that it could have met this burden by stipulating to the application of California law.
As the Franchise Law Committee points out, “Although Verdugo is an employment law matter, the same rationale and analysis should apply to any dispute involving a non-waivable California statute . . .”.
Recently, Michelle Leder of footnoted wrote up some analysis of the latest disclosures from the bigger banks about their regulatory risks. Perhaps cynicism about regulators is more noticeable because it’s an election year – as there are plenty of examples of disclosures taking aim at the government. For example, here’s an excerpt from this Form 10-K:
For example, senior officials at the SEC have shown a willingness to pursue even violations that could be viewed as minor on the theory that publicly pursuing smaller matters will reduce the prevalence of larger matters. The Director of the SEC’s Division of Enforcement has described this approach as a ‘zero tolerance’ policy.
Two New SEC Commissioner Candidates Face Questions at Confirmation Hearings
Yesterday, the Senate Banking Committee held confirmation hearings over the nominations of Lisa Fairfax and Hester Peirce to be the newest SEC commissioners – five months after they were nominated. This WSJ article details the sharp questions they faced over their prior academic research – the article indicates that the Senate will vote on the confirmations on April 7th. As I blogged before, the Commission would be comprised of four women and one man if they are confirmed. Here’s a WSJ profile on Commissioner Peirce – and here’s a WSJ profile on Commissioner Fairfax…
As noted in this blog by Davis Polk’s Ning Chiu, this Bloomberg article notes that, since 2011, 5 of the biggest US activist funds have nominated women just 7 times in seeking 174 board seats.
More on “EDGAR is Down”: A Familiar Refrain?”
Recently, I blogged about how the SEC’s EDGAR seems to be experiencing more outages lately. In response, I received this from a member:
I filed a series of Form 4s on Friday night about 8 pm eastern. I immediately received filing acceptances from Edgar. So Edgar was receiving and accepting filings – there was no outage. But the filings weren’t posted for the public to see until early on Monday morning (and the third party alerts that the filings trigger also weren’t sent until that morning). In this case, the Forms were filed after the market closed on Friday and were publicly available before the market opened on Monday – but it was still troubling that filings were accepted during filing hours and not immediately made available to the public.
This is a good reminder to look on Edgar after you make a Section 16 filing to ensure it’s posted – even if you receive an acceptance from Edgar. Edgar shuts down at 10:00 pm eastern – and no filings will be accepted by Edgar after that time. But if a Form 4 is filed at 9:59 pm eastern, it should receive that day’s filing date – and should be disseminated that same day. So clearly something was wrong with Edgar here…
Here’s how the Edgar framework works – Filings submitted after 5:30 pm eastern receive the next business day’s filing date and are disseminated to the public at 6:00 am on the next business day – except the following submission types are exceptions and receive the same day’s filing date if filed by 10:00 pm eastern (the first three are disseminated the same day):
– Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)
– Filings pursuant to Rule 462B – “MEF” filings
– Form 13H filings
– CORRESP (correspondence) filings (not disseminated to the public)
– DRSLTR (correspondence Related to Draft Registration Statement) filings (not disseminated to the public)
Yesterday, General Electric released its first “integrated summary report,” which combines the most critical information from the company’s annual report, proxy statement and sustainability webpage in a single 68-page document – including a video. So this takes the concept of a “summary annual report” one step further by adding sustainability information. Also see this 1-page overview of the report.
Also check out my “Proxy Season Blog” from yesterday for analysis of Coca-Cola’s latest annual meeting materials, including a new event after their annual meeting called a “Shareowner Day”…
Transcript: “Hot Issues for Your Annual Meeting”
We have posted the transcript from the recent webcast: “Hot Issues for Your Annual Meeting.” This was a tremendous program and if you didn’t catch it live, check it out now…
SEC Enforcement: No Prize Too Small
Tied to the “zero tolerance” policy of the SEC’s Enforcement Division is this David Smyth blog about an enforcement action over a measly $1k of insider trading profits. The SEC brings these actions over small amounts as part of its deterrent campaign…
Yesterday, the SEC approved the PCAOB’s budget for 2016 in the amount of $257.7 million (of which $253.3 million is covered by annual accounting fees). This is a 3% budget hike compared to last year. Here’s PCAOB Chair Doty’s remarks…
Spanking brand new. By popular demand, this comprehensive “Managing Your Career Handbook” covers aspects of your career that you should be thinking about. This one is a real gem – 25 pages of guidance. All sorts of stuff on whether going in-house is right for you, how to work with recruiters, how to market yourself, how to evaluate potential employers, salary negotiations, how to work with law firms when you’re in-house – and more.
There isn’t much out there on this topic for folks in our community – yet it’s arguably the most important thing you should be worried about. Please take advantage…
How The IRS Uses Your Form 10-K
This CFO.com blog summarizes a study conducted by an accounting professor entitled “Reading the Roadmap: IRS Attention to Financial Statements.” The study notes the IRS’s increased usage of 10-K’s – and what that usage may mean. Gulp!
Director participation in investor meetings: Investor meetings with participation by board members more than doubled between 2013 and 2015, from 24% to 49%, respectively. This trend was led by companies in Developed Asia, with 81% of companies reporting such meetings, followed by Eastern Europe with 59% and Western Europe with 55%. North American companies had the lowest rate of board/investor interaction at 26%. Of the companies that reported meetings between directors and investors, 54% stated that such meetings were standard practice for the company and were generally the result of investor request. However, only 24% of companies reported having a written policy regarding interaction between directors and investors. 21% of companies stated that they believed directors should have no direct contact with investors.
Social media usage: The use of social media for IR purposes continues to increase, although at a slower pace in recent years. In 2010, only 9% of companies reported using social media for IR purposes, which increased to 28% in 2013 and 30% in 2015. Of the 70% of companies that reported not using social media for IR purposes, approximately half indicated that they may use social media in the future. The most common social media platforms used are Twitter/StockTwits (16%), Facebook (11%) and mobile phone/tablet IR apps (11%).
When analyzing the companies utilizing social media, the survey found that twice as many mega cap companies (54%) use social media in IR compared to microcap companies (26%). The four industry sectors reporting the highest usage of social media are Technology (39%), Financial (39%), Telecommunications (38%) and Healthcare (38%). Of the companies that reported not using social media for IR purposes, the majority cited a lack of investor demand (61%), as well as limited resources (35%), inability to control the message (29%) and lack of management support (28%).
Yesterday, I blogged about whether it’s worth calling the Corp Fin Staff to confirm that there isn’t a stop order for your offering that is about to go effective – or whether you can merely rely on looking at the SEC’s online list rather than bothering the Staff. I also ran a poll about what folks do – 46% said they call the Corp Fin Staff, 39% merely check the online list and 4% rely on the SEC calling them if there is a stop order.
A few members told me that if you call the Staff to ask about stop orders, you typically get a reasonably polite – but clear message – to check the SEC’s online list. So calling the Staff at closing to confirm may be a vestige of the past. In fact, I learned that this is the standard text that you now see in legal opinions to underwriters in connection with a registered offering:
The Registration Statement is effective under the Securities Act and, to our knowledge, based on a review of the Stop Orders page of the Commission’s website (http://www.sec.gov/litigation/stoporders.shtml), no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission.
By the way, I’m excited about our upcoming webcast – “Legal Opinions: The Hot Issues” – featuring a trio of the foremost experts in that area…
Corporate Lawyers Warn of Impact of Empty Seat on US Supreme Court
A group of more than 100 corporate attorneys has signed a letter urging Senate Republicans to back down from their refusal to fill the U.S. Supreme Court vacancy while President Barack Obama is in office. The letter was spearheaded by the Lawyers’ Committee for Civil Rights Under Law in Washington, D.C., a legal aid organization founded during the civil rights era. The Wall Street Journal (10 March, Gershman) notes that among the signatories are Google Corporate Counsel Priya Sanger and Andrew Hendry, a retired executive of Colgate-Palmolive. “Having been the chief legal officer of two major American companies over more than a quarter-century, I can assure you that American business needs a complete nine-justice supreme court,” Hendry said. “The uncertainty created by an empty chair on the court for a prolonged period will damage American business,” he added, citing a recent US$835 million settlement by Dow Chemical, which the company attributed to the absence of a full bench.
Tune in on Monday for the DealLawyers.com webcast – “Rural/Metro: Aiding & Abetting Breach Claims Now” – to hear Potter Anderon’s Brad Davey, Alston & Bird’s Kevin Miller and Richard Layton’s Blake Rohrbacher discuss what you should now be considering as you prepare deals after the latest Rural/Metro decision from the Delaware Supreme Court. Please print these “Course Materials” in advance.
