Resolution: Less Multitasking
December 31, 2004 | Filed Under Organization
No list of resolutions for 2005 is complete without an entry related to being more efficient.
However, most general counsel I know are chronically time-starved. Doing more in less time seems part of the job description.
A recent article in Fortune features an interview with author Stephanie Winston about her book that sheds light on this common practice. In additon to providing some general time management tips, the topic of multitasking is addressed:
The biggest mistake most people make, according to Winston, is multitasking. “Successful CEOs do not multitask,” she told me. “They concentrate intensely on one thing at a time.” What stops the rest of us from doing likewise is a reluctance to set boundaries, she says. “People tell me they feel guilty if they turn off their instant messaging, even though it drives them crazy,” Winston says. “But how can you do your best work if you’re constantly distracted? It’s perfectly okay to say, ‘No, I’m busy right now.’”
Balancing an open door with a focused mind is not easy—but it is important.
Thanks to Jim Grisanzio for the reference.
Best wishes for a healthy and effective new year; and here’s hoping that we all support those suffering or less fortunate…
Punitive Damages
December 30, 2004 | Filed Under General
Some good year-end news on the scope of punitive damages, a subject that can cause sleepless nights for general counsel.
Former solicitor general Theodore Olson has co-authored an opinion letter for the Washington Legal Foundation about a Kentucky case involving Ford Motor Company that applied the U.S. Supreme Court’s State Farm opinion which limited the territorial reach of conduct that can be considered by a state court in awarding punitive damages.
Also notable is another WLF publication that covers the Michigan Supreme Court’s Phillips v. Mirac decision. In that case, the court upheld Michigan’s tort reform legislation against constitutional attack.
These cases remind the chief legal officer that supporting sensible state-level initiatives that reign in excessive punitive damage awards is important for our clients, since it gives the domestic business economy a level of predictability needed to meet global competition.
A Stitch in Haste also reports on this issue, and references a recent victory for AT&T spotted by the intrepid Howard Bashman.
Thanks to Pointoflaw.com for the initial coverage of this issue.
Fairness Opinions
December 29, 2004 | Filed Under Regulation, Governance
Today’s Wall Street Journal has an interesting article (reg req’d $) about whether certain fairness opinions rendered in M&A transactions are really independent or fair. The J.P. Morgan/Bank One deal was among those profiled:
In the biggest U.S. merger this year, J.P. Morgan Chase & Co. announced last January it would acquire Bank One Corp. To assure investors it was paying a fair price, J.P. Morgan told them in a proxy filing it had obtained an opinion from one of “the top five financial advisors in the world.”
Itself.
The in-house bankers at J.P. Morgan endorsed the $56.9 billion price — negotiated by their boss — as “fair.”
It also looks like the NASD will weigh in; it has reportedly launched an enforcement inquiry:
into conflicts that can arise with fairness opinions. The NASD is also seeking comment on potential new rules requiring more disclosure of the financial incentives that bankers and their clients have for endorsing deals.
J.P. Morgan undoubtedly had the best legal minds review and approve these arrangements. One reality of corporate governance today, however, is that certain things look different later when described on page one of the Wall Street Journal.
Professor Ribstein also covers this.
Executive Compensation
December 28, 2004 | Filed Under Governance
A new book on executive compensation, Pay Without Performance is generating a good deal of interest.
Professor Bainbridge notes that the authors:
“forcefully contend that “managers have used their influence [over corporate boards of directors] to obtain higher compensation through arrangements that have substantially decoupled pay from performance.” In other words, the executive compensation scandal is not the rapid growth of management pay in recent years, as too many glibly opine, but rather the failure of compensation schemes to award high pay only for top performance. “
Professor Bainbridge is working on a review of this book in a forthcoming issue of the Texas Law Review.
Professor Ribstein also comments on this book in his excellent weblog.
Executive Compensation, and other related aspects of corporate governance, will get increasing scrutiny in 2005. Just today, press reports noted that:
Franklin Raines, who resigned as chief executive of Fannie Mae last week after the mortgage finance provider admitted to four years of extensive accounting abuse, will be paid $600,000 for the next six months and then receive an annual pension of $1.37m for the rest of his life.
Nice work if you can get (and lose) it.
Legal Blogging Awards
December 27, 2004 | Filed Under General
Dennis Kennedy just announced his legal blogging awards for 2004. These awards serve as a virtual who’s who of the legal blogosphere. The best overall, Sabrina Pacifici and Tom Mighell are both very deserving.
Dennis Kennedy clearly “gets it” and his views on emerging legal trends in 2005 are worth watching for.
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