TheCorporateCounsel.net

A few months ago, I blogged a “Farewell to Bowne” and posted a poll about “your favorite financial printer moment.” In response to the poll, 69% responded that free food was their favorite (no surprise!); 41% said tedious arguments over commas and periods; 19% said brushing up on proofing; 5% said good facetime with partners and 10% said sleeping in the bathroom.

In addition, I received many emails with specific memories, some of which are repeated below – please keep them coming and I will only blog them if you give me permission:

– My favorite memory is an experience done a hundred times melded into one memory: the clearing of the blue line, just before printing the final prospectus (you know, when nobody is left at the printer other than a couple of lawyers and accountants with sometimes a guest appearance by the junior analyst from the investment bank to make sure their name is spelled correctly on the cover of the 424). Ah, peace.

– My favorite story involves the hubris of a first-year associate from a large, very prestigious firm that shall go unnamed, in the early-ish days of constant cell phone use. This was about a decade ago, in mid-2000 or so, and it was dinnertime after the deal ended and I was having a brief meal before heading home, and he was having a few beers with a colleague before heading out, and we overheard him calling the front desk on his cellphone from the lunchroom and attempting to order a car, and totally confounding the front desk since he wasn’t walking a few doors down to ask for the car or calling on the printer’s phone, but using his cell phone. And he was a little tipsy. In the end, it devolved down to a “do you know who I am” moment on his part, after which he stated very loudly “I am a ____ associate”, as if it was time for whoever was on the other line at the front desk to bow down to him and call that car – fast. That was an iconic moment, a classic “I don’t want to be that entitled person” story.

– I spent many long hours at Bowne of Dallas, which had nice cushy chairs, a huge projection TV and free Pac Man and Ms Pac Man game tables (now that gives you the timeframe). Good BBQ for meals, too.

– I sure have a lot of good memories of lawyers, accountants and bankers working nights shoulder-to-shoulder at the printers in the ’70’s and 80’s. In Cleveland, our printer was originally known as The Judson Brooks Company, which was later acquired by Bowne. We all knew some of the owners and most of the staff like family. They had a couple of cots separated by curtains in the back where you could catch a few hours’ shut-eye before leaving for the dawn flight to DC with the SEC filing package. We did the red-lining on the plane. Many the nights I called my wife to let her know I would be working late and spending the night at “The Judson Hilton.”

– Going to the printer was one on the best things about being a securities lawyer. Unlike everyone else in the world, financial printers loved lawyers and would do most anything to make them happy. I love you.

More on “An Emerging Hot Topic? Whether to Disclose Voting Result Percentages”

Last year, I blogged about grumblings that the SEC’s adoption of the requirement of a Form 8-K to be filed to disclose voting results didn’t go far enough because it only requires the disclosure of somewhat meaningless raw voting data and not the percentages themselves. In that blog, I weighed in that perhaps the SEC’s omission was wise because there was so much confusion about how to count percentages.

Since then I have blogged about the troubles some companies (and their advisors) have had with figuring out how to determine whether an agenda item has passed. This obviously is not good and it’s only a matter of time before some of these close votes wind up in court. Care must be taken to complying with the complexity of laws involved. Now that the votes are more important than ever, it’s probably time for the SEC to tweak the Item 5.07 requirements and require a percentage, as this should help force companies into being more careful with their count. It is doable – see how IBM has done just that again this year in their Form 8-K…

Deals: The Latest Delaware Developments

We have posted the transcript for the recent DealLawyers.com webcast: “Deals: The Latest Delaware Developments.”

– Broc Romanek