Thursday, July 12, 2007
Posted by Jeff Lipshaw (cross-posted at PrawfsBlawg)
Yesterday I offered up some views on the Whole Foods/Wild Oats merger, particularly the Whole Foods CEO's ill-advised e-mails to board members. It turns out the hypothetical conversation I posited would never have occurred. It has now come to light that this guy is the client from hell.
Now I should note that I love Whole Foods. I would have to, to pay the premium one pays there, particularly when the low fat ice cream selection stinks as badly as it does. And I should also say that a general counsel calling his or her CEO a "client" is an undue formalism that would probably portend a disastrous relationship were the GC actually to see it merely as "lawyer-client" as opposed to "don-consigliori" or "friend-friend." But I digress.
Oh my god. He was on the freaking Yahoo chatboard. Under a pseudonym it would take most of the Yahoo chatboard psychos about ninety seconds to figure out. (N.B.: the Yahoo chatboard is to publicly traded stocks what lawschooldiscussion.com is to law school admissions.) I once was the general counsel to a CEO with hyper-sensitivity to what was said on the board, and more than once I threw myself bodily across his computer keyboard to stop him from going online to respond to comments about him or the company. Not only do you have the obvious securities disclosure issues; not only do you have the "gold medal in the Olympic ten meter stupid embarrassment" event; but you also have the issue whether the company has endorsed the chatboard as an authorized outlet for company discussion, thus, at least in theory, making the company liable for the various defamations of its executives and their families that occur on a daily basis.