Yesterday, Corp Fin issued 2 new CDIs – and one revised CDI – on instrastate offerings. As Joe Wallin blogged, they are important because they relate to state-level equity crowdfunding, and how to conduct a state-level equity crowdfunding offering without falling into federal law. Here they are:
Meanwhile, SEC Commissioners Aguilar and Stein each delivered a speech at the NASAA’s annual conference this week…
Drafting Disclosure: Can a Robot Do Your Job?
I like the idea of Rosie from the Jetson’s banging out a prospectus. Except perhaps when it’s real. The consulting arm of Seyfarth Shaw has announced “Disclosure Dragon” software that “automates, expedites and standardizes the development of a private placement memorandum (or other required disclosure documents depending on the type of offering) and supporting exhibits.” The announcement notes that further legal review is required – but that it could save up to 80% of the costs involved.
I’m not convinced there is much in the way of costs for creating crowdfunding documents anyways. From what I hear, under many state crowdfunding statutes, out-of-pocket legal costs will be less expensive than a what a SCOR costs today. Thoughts?
State Crowdfunding Laws: If You Build It…
Hat’s off to Davis Wright Tremaine’s Joe Wallin who drafted a crowdfunding bill on his own and blogged about it – and before you know it, Washington State’s Governor was signing it into law! Here are some FAQs on Washington’s new law – and Bill Carleton maintains this web page with many state laws on crowdfunding…
A lot of attention was paid to this Bloomberg article covering a long-time SEC trial lawyer’s speech at his retirement party (also see this American Lawyer story, which might have been the first). That article spawned others (here is one, another – and another) – which caused even my wife to ask me questions.
Here are five things I wondered when I read it:
1. Who is Jim Kidney? – I never heard of him nor did other old-time alumni that I spoke to. I know Stephen Crimmins is cited in the article, speaking highly of him – but the name still draws a blank.
2. How Did Bloomberg Get the Remarks? – The typical farewell party is a fun occasion – and often sad too if the person is well-liked. I have never seen an actual speech reduced to writing until I obtained Meredith Cross’ remarks delivered at Paula Dubberly’s farewell party that I blogged about a few months ago. I actually got my hands on the text of Jim’s speech too!
3. Why Did Bloomberg Bother With the Story? – In my opinion, these type of speeches never are newsworthy. Except perhaps in trade blogs like this. But I guess we live in a different era of journalism now (some of the reporting was over-the-top, reading much more into the speech than the Bloomberg piece). I note that the remarks are from someone who spent 30 years on the staff but was never promoted to a senior manager position. So it’s kinda funny that this is news on the scale of a speech by the SEC Chair.
4. Does the SEC Still Have a Reputation Problem? – The meat is what James said, not who he is. Clearly, more enforcement cases should have – and still should be – brought in the wake of the ’08 financial crisis. So I can see how this minor thing becomes big news. And many people are applauding James for being frank. But we don’t know all the facts, that’s for sure. There are reasons that cases aren’t brought aggressively, typically because of bad law. Here’s the latest interview with SEC Chair White about her new vision for Enforcement, including the news that she only sleep four hours per night…
5. How Come I Didn’t Get the Scoop? – I need to work harder…
Of course, the best farewell speech stories are the ones that don’t deal with any substance. Like the time the guy got so drunk he could hardly speak. That might happen occasionally when someone retires from a private sector job, but I’ve only seen it once at a SEC party (and I’ve been to over 100). They typically are a “low flow” affair…
NYSE Proposal: Relaxation of Director Independence for Spin-Offs
In this blog, Oliver Rust of Duane Morris explains how the NYSE has proposed to relax its bright line director independence tests in limited circumstances, so that “a director may be deemed independent of a company that has been the subject of a spin-off transaction regardless of the fact that such director or his employer had a relationship with the former parent of such spun-off company.”
European Commission Proposes Revised Shareholder Rights Directive
Yesterday, the European Commission proposed a revised shareholder rights directive. It’s a biggie that has something in there for everyone, including binding say-on-pay and proxy advisory firm reform. We’ll be posting memos in our “Europe” Practice Area.
This “Citizen’s Summary” is a unique concept – explaining the proposal for the masses. In particular, see the bottom of the page -they thought of everything except designating hashtags…
As someone with a job that is constantly trying to ensure diversity on my webcast panels, etc., I am keenly aware that we still have a long way to go in our profession. Racial diversity is woeful – I’m not sure if we’ve made much progress since SEC Chair Arthur Levitt highlighted this problem over 15 years ago. But even gender diversity is still an issue, including in the boardroom.
I am trying out a unique networking experience – “The Women’s 100 Conference” – that will be held in DC on Monday, June 2nd. Glad to say that it sold out without me having to market it – but I did recently have a handful of cancellations if you are interested (and I have a waiting list too in case others drop). Here’s the framework for how it will work & the agenda. The attendees are a good mix of law firm, in-house, investors and regulators.The cost is only $195. Email me if you are interested. And no, I won’t be in the room due to my maleness…
With the first annual disclosures due on June 2nd, many are scrambling to figure out how to best fill out their first Form SD, etc. – so we are hosting this special webcast – “Conflict Minerals: Tackling Your 1st Form SD” – at 1 pm eastern today, featuring WilmerHale’s Meredith Cross and Morrison & Foerster’s David Lynn. Tune in to get up-to-speed now…
The Corporate Counsel: Special “Salute to Women” Supplement
In connection with “The Women’s 100 Conference,” I had a group of respected and experience practitioners share their stories with me – and combined those stories in this special March-April Supplement to The Corporate Counsel. We are sharing this Supplement for free as part of our salute. The articles include:
– No More Masks – by Heidi Wilson
– A Fine Career: Becoming a Lawyer – by Prof. Roberta Karmel
– Where Are All the Women M&A Dealmakers? – by Diane Holt Frankle
– My Career Reflections – by Cheryl Sorokin
– Diversity One: One Step, One Action, One Impact – by Sylvia Groves
More on “The Mentor Blog”
I 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:
– Political Contributions By the S&P 500: Stats
– Court: Form 8-K Is Not Exclusive Source of Disclosure Obligations
– SEC Drops Nearly 20% of Probes Against Individuals After Wells Notices
– FINRA Proposes Changes to Corporate Financing Rules
– Canada Proposes Broad Governance Reform
– Audit Committee Survey: Disclosure, Risk Oversight and Other Issues
Yesterday, Corp Fin issued 9 new FAQs, mainly dealing with obtaining an independent private sector audit (known as an “IPSA”) of the conflict minerals report. This is a second set of FAQs, that comes nearly one year after the first set of 12.
With the first annual disclosures due on June 2nd, many are scrambling to figure out how to best fill out their first Form SD, etc. – so we are hosting this special webcast – “Conflict Minerals: Tackling Your 1st Form SD” – at 1 pm eastern tomorrow, featuring WilmerHale’s Meredith Cross and Morrison & Foerster’s David Lynn. Tune in to get up-to-speed now…
Shareholder Proposals: Reform Debate Intensifies
Last week, I blogged about SEC Commissioner Gallagher’s speech wanting to reopen the can of worms that is the shareholder proposals rule. Then Nasdaq’s General Counsel – Ed Knight – weighed in with similar emotions in this WSJ op-ed. Now CII Director Ann Yerger has penned her own WSJ op-ed taking issue with Knight’s op-ed. And here is a piece from As You Sow…
Speaking of CII, it has sent its second letter to the SEC about interim vote tallies. This letter expresses a concern about Broadridge’s decision to not disclose interim voting tallies to shareholder proponents. Learn more in this Gibson Dunn blog – and this 4-minute video explains generally what this issue is all about…
Here’s a 2-minute video showing the 20 great ways that Western Union enhances the usability of its 2014 proxy statement (with assistance from DG3):
This Wednesday! Join Dave Lynn & Meredith Cross for this last minute webcast – “Conflict Minerals: Tackling Your 1st Form SD” – as folks are scrambling to figure out how to best fill out their first Form SD…
We continue to post new items regularly on our “Proxy Season 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:
– ISS Study Examines Voting In Europe
– Declassified Boards: Updated Shareholder Rights Project’s Results
– Shareholder Proposals: The Latest Stats
– ISS Releases 2013 Review of ESG Proposals
– Vanguard Sends Tailored Letters to 350 Companies
– Shareholder Proposals: Largest Companies Get More Than Fair Share
– Delaware: 10% Shareholder Requesting Shareholder Meeting – Who Has Burden of Persuasion?
Use of video is growing like mad – and I believe the use of video in SEC filings will explode over the next decade as a disclosure tool. I’ve been surprised how many practitioners don’t realize that the SEC dealt with the issue of how to file video – and other forms of multimedia – on EDGAR nearly 20 years ago. Since EDGAR can’t directly accommodate multimedia, it’s a workaround solution – but the guidance does exist. In this 90-second video, I explain how multimedia can be filed on the SEC’s EDGAR as part of a SEC filing.
How Do You Make a SEC Filing That Has QR Codes?
A while back, I posted this podcast on how QR codes can be leveraged for shareholder communications. As noted during the podcast, QR codes have been used already in glossy annual reports and proxy statements – typically on the back cover (see an example in this video). A member asked how one goes about filing something with the SEC if it has a QR code? Here’s my ten cents:
When used, QR codes should be included in the glossy part of the annual report – not the part incorporated into the Form 10-K, so the QR code is “furnished,” not “filed” – to avoid the problems associated with Rules 106 (ie. Edgar submissions shouldn’t contain executable code unless only in PDFs) and 304 of Regulation S-T (ie. need to provide fair and accurate narrative description of any graphic or image when filed).
Preliminary Proxy Statements: Corp Fins Gives More Foreign Issuer Relief!
For the second time, Corp Fin has issued interpretative guidance under Rule 14a-6 based on foreign law. In this letter, Corp Fin states that Aon – and any other issuers organized in England and Wales – may file a definitive proxy statement without filing a preliminary proxy statement for certain matters subject to an annual stockholder vote under the laws of England and Wales. The first of these letters went out a few months ago relating to the laws of Curacao…
I just posted these recent survey results on D&O Questionnaires and director independence:
1. Regarding the level of information that we request from directors in connection with their professional and personal affiliations (excluding immediate family member information):
– We ask each director to submit a list (at least annually) of their professional and personal affiliations – 43%
– We do not request a list of their affiliations, but ask specific questions related to the NYSE/SEC independence rules and have them confirm that there are no related issues – 50%
– Other – 5%
2. Regarding the level of information that we request from directors for their immediate family members:
– We ask each director to submit a list (at least annually) of their entire immediate family – 8%
– We ask each director to submit a list (at least annually) of their entire immediate family, including certain other information (such as the place of employment and/or job title) – 23%
– We define “immediate family members” and provide a list of the company’s subsidiaries and then ask each director to list any immediate family members doing business with these entities – 14%
– We define “immediate family members” and provide a list of the company’s subsidiaries and then ask each director to confirm that there are no related issues – 19%
– We do not request a list related to the immediate family members, but ask specific questions related to the NYSE/SEC independence rules and have them confirm that there are no related issues – 37%
– Other – 0%
3. Regarding the method(s) of due diligence review that we perform for director independence:
– We rely solely on each director to alert us to any potential independence issues – 28%
– We conduct a review (at least annually) of our accounts payable and receivable for ALL professional/personal affiliations (excluding immediate family member relationships) provided by our directors – 9%
– We conduct a review (at least annually) of our accounts payable and receivable for ALL transactions related to professional/personal affiliations and immediate family member relationships provided by our directors – 21%
– We conduct a review (at least annually) of our accounts payable and receivable for certain transactions related to professional/personal affiliations and/or immediate family member relationships; however, we only perform such a review of selected affiliations/relationships (i.e., we may not conduct a detailed review of certain relationships, such as that in connection with an immediate family member who is employed by Wal-Mart and not in an executive position) – 12%
– All – or some combination – of the above – 29%
Please take a moment to anonymously participate in our “Quick Survey on Pay Ratios” and our “Quick Survey on Proxy Drafting Responsibilities & Time Consumed.”
Transcript: “The SEC Staff on M&A”v
We have posted the DealLawyers.com transcript for the recent webcast: “The SEC Staff on M&A.”
Evaluating Your Board Evaluation Practices
In this podcast, Sylvia Groves of Governance Studio explains how corporate secretaries can evaluate their board, committee & director evaluation practices – and identify opportunities for improvement, including:
– Why should the board conduct an evaluation?
– What are the common components of an evaluation?
– What are some of the best practices in board evaluations?
– How can directors’ concerns about discoverability and liability be addressed?
– How can corporate secretaries ensure that the evaluation being used is really adding value – and not just wasting their directors’ time?
– How can you get a copy of Governance Studio’s tool to evaluate your board evaluation practices?
Not sure why Rep. Paul Ryan chose the SEC as an example of a federal agency with “duplication, hidden subsidies, and large bureaucracies” in his budget plan released yesterday, but he did. This is the 4th year in a row that Ryan has proposed a plan – but the first time he has focused on the SEC specifically. Remember that the SEC is not only deficit neutral and doesn’t count against the new-fangled Congressional budget caps, but is an independent agency that brings in more money to the US Treasury than it costs. Ryan’s proposal doesn’t specify exactly how much he would cut from the SEC (rather there are budget cuts for a group of agencies as a whole on pages 38-39).
This blog is nonpartisan – but the following blurb copied from pages 39-40 of the budget is worth analyzing since Ryan is a key member of Congress and a potential Presidential candidate (below each section is commentary from me):
Ryan: As of March 2013, the SEC had 3,950 full-time employees, and an average salary across the agency of over $155,000. SEC’s budget has risen by more than 45 percent since fiscal year 2007. If the President’s fiscal year 2015 budget request were granted, SEC’s budget would grow by another 26 percent in just one fiscal year.
Me: Remember how Congress wanted the SEC to grow like wildfire in the wake of the financial crisis? Back in 2010, they wanted the Staff to grow by 20% quickly. That pipe dream was quickly crushed by a series of long hiring freezes and a sequester that got made permanent. Meanwhile, the SEC oversees 25k market participants directly – and work indirectly on behalf of millions and millions of investors.
As for average salary, it is true that a GS-15, Step 10 in the DC area makes $155k. Most Staffers are now professionals as the SEC’s clerical staff has been cut to the bare minimum. But compare the pay of the average SEC Staffer to the pay on Wall Street. Peanuts! And let’s all read Michael Lewis’ “Flash Boys” and compare notes about how a defunded SEC is supposed to match wits without the modern technology that Chair White has requested as part of this budget cycle.
Ryan: There is a long paragraph lifted from a House Financial Services report about “in the run-up to the financial crisis and its aftermath, the SEC repeatedly failed to fulfill any part of its mission.” Madoff, Allen Stanford, etc.
Me: Blaming the SEC for the financial crisis seems like revisionist history. Blaming cops for crimes committed by others. If the SEC couldn’t handle supervising Wall Street, etc. before the financial crisis with the resources it had, how will it handle them better going forward with far fewer? At what point does the SEC get slashed so much that it will be completely ineffectual – with the result that there will be no more trust in the market?
Ryan: This resolution questions the premise that more funding for the SEC means better, smarter regulation. Adding reams of regulations to the books and scores of regulators to the payrolls will not provide greater transparency, consumer protection, and enforcement for increasingly complex markets.
Me: Since Dodd-Frank – and then the JOBS Act – nearly every rulemaking resource at the SEC has been devoted to implementing new regulations dictated by Congress. Congress is the one guilty of adding more regulations – some of them not so “better and smart” (eg. conflict minerals). Ryan acknowledges this as he thinks Dodd-Frank should be overturned.
Ryan: Instead, the SEC should streamline and make more efficient its operations and resources; defray taxpayer expenses by designating self-regulatory organizations (subject to SEC oversight) to perform needed examinations of investment advisors; and enhance collaboration with other agencies, such as the Commodity Futures Trading Commission, to reduce duplication, waste, and overlap in supervision. Ultimately, the committees of jurisdiction will establish the specific policies.
Me: I’m not even sure what to make of this paragraph. The last sentence really confuses me. Is Ryan saying that Congressional committees should be setting policy for an “independent” agency? Not only does that seem to violate the Constitution’s “separation of powers” doctrine, but it’s just plain scary as Congress clearly doesn’t have the knowledge (or time) to oversee the market like the SEC.
Let’s slash the SEC’s budget – but then create new SROs that will cost much more than what we slashed? As we learned the hard way before (eg. AICPA in charge of auditing standards), SROs tend to be ineffective because they are captured regulators. The SEC-CFTC overlap argument is old, tired and doesn’t have a lot of heft – the Venn diagram probably looks close to this.
SEC Chair White Testifies Over 2015 Budget Request
Yesterday, SEC Chair White testified in support of its $1.7 billion budget request for next year – under which the SEC hopes to hire 639 new Staffers and bring in new technology. Here’s the SEC’s budget justification plan.
I’ve been posting memos recapping last week’s SEC cybersecurity roundtable in our “Cybersecurity” Practice Area. And I’ve created this 1-minute video of a sober reenactment of the roundtable:
2013 was the strongest year for venture-backed IPOs in almost a decade: 82 deals (the most since 2007) generated aggregate proceeds of over $11.2 billion, an average offering amount of $137.2 million. At least one venture-backed company went public each month in 2013, and the pace of IPOs has accelerated in the first three months of 2014. Here’s a venture-backed IPO survey for 2013 from Gunderson Dettmer, focusing on key governance and disclosure items.
Among others, the findings include:
– All but two of the 71 companies reviewed were incorporated in Delaware
– 35% were listed on the Nasdaq Global Market, 30% on the NYSE, – 28% on the Nasdaq Global Select Market, and 7% on the Nasdaq Capital Market
– Average time from incorporation to IPO was over 9 years
– Average time from initial registration statement submission to the SEC to pricing the IPO was 5months
– 33% of the companies have already completed follow-on offerings, frequently prior to the expiration of the 180-day IPO lock-up period
– Over 90% of venture-backed companies took advantage of the JOBS Act accommodation to submit a registration statement confidentially, spending on average 3 months in confidential registration and filing registration statement publicly 1 month before their roadshow
– Nearly half of venture-backed companies still provided 3 years of audited financials, but over 66% provide 3 or less years of selected financial information.
– Significant majority provided limited executive compensation information
– Despite the JOBS Act accommodation, a significant majority of venture-backed companies choose to be subject to new public company GAAP
Wife tells husband: “don’t trade on my confidential information.” Husband does it anyways. Husband gets caught by SEC. Repeat.
Webcast: “Rural/Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty”
Tune in tomorrow for the DealLawyers.com webcast – “Rural/Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty” – to hear Kevin Miller of Alston & Bird; Brad Davey of Potter Anderson; Stephen Bigler of Richards Layton, Stephen Kotran of Sullivan & Cromwell and Bill Lafferty of Morris Nichols as they discuss a case expected to have a dramatic impact on the viability of claims for aiding and abetting breaches of fiduciary duty in connection with M&A transactions. Please print these course materials in advance…
Our April Eminders is Posted!
We have posted the April issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
On Friday, Corp Fin Director Keith Higgins delivered this speech on Regulation D in an effort to correct any misperceptions out there. For starters, since the general solicitation were relaxed six months ago, 900 new offerings have been conducted, raising more than $10 billion in new capital (but that pales in comparison to 9200 offerings resulting in the sale of $233 billion over the same period in the prior year). Here is a recap of the speech’s main points from Stinson’s Steve Quinlivan’s blog:
1. Reasonable Steps to Verify – Some believe that the reluctance of issuers to use the new Rule 506(c) exemption is because the rule requires that the issuer take “reasonable steps to verify” the accredited investor status of a purchaser. It’s not true that the rule requires that an accredited investor produce his or her tax returns or brokerage statements in all circumstances. There are actually two paths for complying with the rule’s verification requirement. Issuers can rely on one of the four non-exclusive verification methods for a natural person that, if used, would be deemed to satisfy the verification requirement. The other method, however, is the principles-based verification method in which the issuer would look at the particular facts and circumstances to determine the steps that would be reasonable to verify that someone is indeed an accredited investor.
When using the principle-based verification method consider:
– How much information about the prospective purchaser does the issuer already have? The more information the issuer has indicating that the person is an accredited investor, the fewer verification steps that it may have to take to comply with the rule’s requirement.
– How did the issuer find the prospective investor? A person that the issuer located through publicly-accessible and widely-disseminated means of solicitation may need to undergo a greater level of verification scrutiny than a person who may have been pre-screened as an accredited investor by a reasonably reliable third party.
– Are the terms of the offering such that only a person who is truly an accredited investor could participate? The ability of a purchaser to satisfy a minimum investment amount requirement that is sufficiently high such that only accredited investors, using their own cash, could reasonably be expected to meet it is relevant in deciding what other steps are needed to verify accredited investor status.
The SEC has had recent inquiries asking whether the staff would provide guidance – presumably on a case-by-case basis – confirming that a specified principles-based verification method constitutes “reasonable steps” for purposes of the rule’s requirement. Mr. Higgins noted the notion of the staff reviewing and approving specific verification methods seems somewhat contrary to the very purpose of a principles-based rule and he is not yet convinced of the need for this type of staff involvement. According to Mr. Higgins, while the staff may not be in a position at this point to provide guidance on what constitutes “reasonable steps” under particular circumstances, he believes the staff will not be quick to second guess decisions that issuers and their advisers make in good faith that appear to be reasonable under the circumstances.
2. Definition of “General Solicitation” – Mr. Higgins noted another commonly-heard criticism is that the definition of a “general solicitation” is too vague, creating so much uncertainty about whether a particular communication or activity is a form of general solicitation that issuers have adopted a very cautious mindset about the new Rule 506(c) exemption. He stated some may even be under the erroneous impression that the Commission has broadened the definition so that activities such as “venture fairs” and “demo days” are now prohibited. The truth of the matter is that the recent rulemaking has not changed any notions of what constitutes a general solicitation.
3. “Overhang” of the 2013 Regulation D Proposal – Mr. Higgins observed that he cannot predict what the Commission will ultimately do on the pending Regulation D rule proposal, but he spoke to a fear the staff has heard expressed that the proposed requirements and penalties might be applied retroactively to offerings conducted before the adoption of the proposal. He pointed to comments of SEC Chair White where she stated that issuers are not expected to comply with any aspect of the rule proposal until such time as the Commission approves a final rule and such rule becomes effective. Ms. White also expressed her expectation that the Commission will consider the need for transitional guidance for ongoing offerings that commenced before the effective date of any final rules, as it did when it adopted Rule 506(c) last summer.
Shareholder Proposals: Commissioner Gallagher Wants Can of Worms Re-Opened
In this speech, SEC Commissioner Gallagher – while discussing the continued federalization of corporate governance – highlighted what he believes are shortcomings of the current shareholder proposal process. Not a new concept, Gallagher pushes for a higher ownership bar – so that only institutional investors can submit proposals – and a longer holding period. He has beefs with other part of the process too (egs. “proposals by proxy,” false & misleading statements, ability to submit same proposals year after year). [Here’s my 90-second video on Corp Fin’s role in the process.]
While many of these ideas might be appealing to corporate factions, the reality is that no area is more challenging to change than the shareholder proposal rule. The fixes are not as easy as some might think (eg. does it matter whose idea it is if a large slice of shareholders support it? how many years is reasonable for a new idea to take hold with a broader shareholder population? the answer certainly is more than one). The last time Rule 14a-8 was revised was in 1998 – and the battle over those changes was intense with a record number of comments at the time. And that was before the true Internet and social media era. Nowadays, I can’t fathom how many comments would be received by the SEC on a proposal (eg. Bebchuk’s mere petition on political contribution disclosures has received over 600k comments).
Of course, controversy is no reason not to tackle a project – but it is a reality that must be confronted. Is this where you want to spend Corp Fin to spend a considerable amount of resources over a period of probably more than several years? Particularly when disclosure reform is not gonna be easy. Too many big projects get started and go nowhere fast. Remember proxy plumbing. Sometimes I feel like we are on a merry-go-round:
Chief Justice Strine’s Take: Dueling Interests of Management & Shareholders
Lot of people are talking about this new 54-page essay by Delaware Chief Justice Leo Strine about “Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologysts of Corporate Law.” It’s intended to “find some common ground between these dueling camps” of corporate manager and shareholder advocates. It’s chock full of analysis of the Bebchuk v. Lipton debate, although Marty is not mentioned except in the footnotes. And there are many Lipton footnotes…
Meanwhile, Berkshire Hathaway Vice Chair – Warren Buffett’s partner – has weighed in on the state of corporate governance in this Stanford article…
