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Stop the Insanity!
A few years ago, when I served as in-house counsel to a major corporation, I asked a representative of one of our largest shareholders how much time she devoted to reviewing our proxy statement ' a document that had occupied a significant portion of my time and on which I had lavished considerable care and attention. “Oh,” she said, “your company represents one of our largest investments, so I spend about 20 minutes on it.” I was shocked, but she was not done. “Of course, when it goes to our proxy committee for a voting decision, I'd say five or 10 minutes max.” Shock turned to dismay; how could all that deathless prose be dismissed in so cavalier a manner?
I'm sure that those responsible for proxy statements at companies throughout the U.S. have had similar rude awakenings. We try to make our disclosures accurate and complete; we often go beyond minimally compliant disclosure to give our owners and the investing public a “feel” for our companies' businesses, how we operate, how our boards and their committees function, and how we compensate our management team. But the facts are that our disclosures are voluminous and getting more so every year (many companies' proxy statements are at or close to 100 pages, and some 10-Ks are in excess of 200 pages) that most investors don't have the time to read, much less digest, these documents and that those who do often find them overwhelming.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.