Charles Elson
Charles Elson
calls
This indicates some receptiveness to calls for better governance.
board escape failure internal large question
The big question is: Was this a failure of internal controls, or a failure of the board itself? How did something this large escape their notice?
appeared complete concern definition few gotten incorrect might
A few years ago, something that appeared incorrect might not be changed. Today, with heightened concern over complete accuracy, the definition of materiality has gotten a lot broader.
allow contract employment generally issue original packages responsibility rests since size structured
Since severance packages generally are contractual, the issue is not the size of the severance package. The issue is why was the original employment contract structured to allow such a severance package? And that responsibility rests in the board.
anywhere boards director directors disney eight ordeal point realize themselves
No director anywhere from this point on would want to put themselves through this kind of ordeal that the directors at Disney just went through for eight years. Now boards realize they must be more independent and circumspect.
happen information legally liability stock trading
Trading on stock on nonpublic information is legally problematic for the SEC, absolutely. But to get to liability is a pretty long road. It doesn't happen very easily.
company confidence directors fact good might pay
The fact that directors might go without pay is meaningful. It shows, on the part of the directors, confidence that the company has a good future.
almost expressing third voted
Those are big numbers. Almost a third of the shareholders who voted are expressing discontent.
carries failure serious threat
Failure to be independent and failure to be circumspect carries a serious threat of liability.
actual conflict consultant creates danger either perceived work
When a consultant does other work for the company, it creates either the actual danger or perceived danger of a conflict of interest. The consultant should either work for the board, or work for the company.
move smarter
I think it's a smarter move on his part.
board bright company engaged figure financial small sort
He's a very bright guy. He'll figure his way out of this. The financial world is a very small place. When you're on the board of a company engaged in financial transactions, this sort of thing may happen.
commit helping stick taking unless
Frankly, once you commit to a job, you should stick with it unless you have an extraordinary reason. You can dissent, but you are not helping by taking yourself out of the equation.
clear
From a shareholder standpoint, it's not a particularly clear pond.