TheCorporateCounsel.net

We Made It Again! The ABA Journal’s Blawg 100!

Dave and I are excited that this blog made the ABA Journal’s Blawg 100 for the second year in a row. Patting ourselves on the back, I think it’s quite an achievement considering there are only 16 blogs that are in the “Practice Specific” category. Most of the other blogs in the Blawg 100 don’t get into the nitty gritty issues of actual practice. Thanks to the many of you that emailed the ABA Journal to get us this far (including Matt Dallett, who had a nice quote about our blog in this list of the 100 blawgs)…

To help you navigate the ABA Journal’s voting framework, here are the three steps you should take:

1. Register to vote – it’s free (if you’re an ABA member, your ABA id/password won’t work for the ABA Journal’s site).

2. Take your User Name and password – you will create these when you register – and log-in. This may happen automatically when you click on the link within the email sent to you after you register.

3. Now vote in this “Practice Specific” category by scrolling down to the description of our blog – 2nd blog from the bottom – and clicking the “plus sign” in the box to the left of it (if you don’t see a “plus sign,” you’re not logged-in). If you can’t find our blog, you’re probably in the default “News” category. Click on over to the “Practice Specific” category to find ours…

If you’re having troubles, please shoot me an email and let me know. Thanks for the support!

The Security at the SEC: A 20-Year Timeline

The madness of the so-called White House crashers got me thinking about how the security to gain entry into the SEC’s HQ has evolved over the years. When I first started at the SEC in ’88, visitors could freely come upstairs and bicycle messengers were routinely on our floor, delivering large packages filled with multiple copies of registration statements. I always wondered how they lugged those heavy boxes on their bikes.

Security essentially was perfunctory until a White House incident that led to huge concrete pylans being placed on the sidewalks along Pennsylvania Avenue, along with the contemporaneous invasion of Kuwait leading to the Gulf War circa ’90. At this time, the SEC began to require visitors to obtain a pass – and Corp Fin Staffers regularly were called from the main lobby to come down and meet bike messengers to receive packages. Given that we didn’t have voicemail at the time, this could be frustrating (as well as a welcome diversion).

The ’95 Oklahoma City bombing was followed by another increase in security effort. Screening became almost as tight as it is now post-9/11, with visitors all herded through a holding pen to the left of the Fifth Street entrance and the Sixth Street entrance closed to anyone other than Staff. In the “Visitor’s Office,” visitors would show identification to obtain a yellow pass (so long as they had an invitation from a Staffer to get upstairs). They then presented this pass to a guard by one of two separate elevator banks. Staffers who forgot their IDs had to go through this process to get upstairs too.

Once the SEC moved from 450 Fifth Street to Union Station a few years ago, the SEC installed even tighter security – the biggest change being the addition of a metal detector that visitors must pass through and only a single point of entry to go upstairs. It’s a bit scary to work in a federal building – so all of this security is certainly necessary.

Marty Dunn reminded me of this story: “Remember during the Breeden years when the security guards all went home and a senior Staffer came in early to find a number of men who appeared to be homeless wandering the halls? Chairman Breeden changed the security company that day and there was a little more scrutiny.

More on our “Proxy Season Blog”

With the proxy season now looming in many of our minds, we are posting new items regularly again 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:

– Disclose Agreements with Shareholders?
– Study: Activism Through the Shareholder Proposal Process
– Broker Nonvotes and Delaware Law
– More on “Impact of Elimination of Broker Nonvotes”
– An Interview with Morgan Stanley’s Ken Bertsch

– Broc Romanek