Hail to the chief: straight talk on corporate governance from the new POTUS.

AuthorKaback, Hoffer
PositionQUIDDITIES

THE NEW President of the United States strides into the room for a February 2009 news conference and indicates that he is ready for questions.

MSNBC (Chris Matthews): As my old boss Tip O'Neill used to say, all politics is local. However, should regulation of corporate boards continue to be governed by state law--even though much of the economic impact of public companies is not local or statewide but is, instead, national and international in scope? With today's economic and legal realities, shouldn't the national government seek to federalize corporate law?

POTUS: Read my lips: No new federalization of matters properly the subject of state law. We are a republic.

Matthews (mumbling to self in amazement): Somehow, the way he said that made me feel this thrill going up my leg.

The New York Times: Mr. President, what do you say on 'say on pay'?

POTUS: Let me say this about that: In the words of one of my favorite singers, "It's Not for Me to Say." There's nothing to gain at this point from my gainsaying, or my supporting, say on pay nay-sayers. Whatever might have been said before or during the campaign, I say now that say on pay is not at this juncture my say-so. Let's see first whether a bill reaches my desk.

The Washington Post: Why should the Delaware Chancery and Supreme Courts have so much power?

POTUS: Alaska is more than twice the size of Texas and (after Idaho) gave us Sarah Palin. Arizona produced Barry Goldwater, Mo Udall, Frank Lloyd Wright, and Zane Grey. Illinois (post Kentucky and Indiana) gave this country Abraham Lincoln. And Delaware (after Pennsylvania) generated Joe Biden--and, for the American corporate world, an invaluable, unparalleled tradition of judicial excellence spanning all of corporate governance and corporate change-of-control transactions. Long may that tradition endure. No other state in the Union comes close to matching it.

The Wall Street Journal: Whom do you intend to appoint as chairman and as additional commissioners of the SEC?

POTUS: FDR shook things up and did unpredictable things. One of them was appointing Joe Kennedy as SEC chairman. I am thinking about maybe Carl Icahn for chairman and Sarah Teslik, Bob Monks, and Jim Cramer as short-list candidates for commissioner. They are the ones they have been waiting for.

Bloomberg News: Directors who are financially "aligned" with shareholders (through owning significant amounts of company stock) are obviously more devoted to their duties and far more...

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