In perhaps the bluntest statement on Sarbanes-Oxley to date by a corporate insider, Shutterfly founder and (until yesterday) board chairman Jim Clark announced his resignation from the board of directors because Sarbanes-Oxley was taking all the fun out it.
As I understand it, Sarbox dictates that I not Chair any committee due to the size of my holdings, not be on the compensation committee because of the loan I once made to the company, not be on the governance committee, and it even dictates that some other board member must carry out the perfunctory duties of the Chairman. What’s left is liability and constraints on stock transactions, neither of which excite me.
It seems pretty clear to me that lawmakers have gone too far in considering a large shareholder to be inappropriate in the roles, but it is equally clear that I have no ability to change this in the near term. My only solution is to become an outsider. I wish to be treated as such effective immediately.