Pfizer: Well, SEC, Do You Want Better or More?

Over the weekend, Eric Dash's NYT story on Pfizer's attempt to create a more accessible proxy statement raised an interesting question -- When is good communication not good disclosure, and vice versa?

While corporations themselves are usually the primary culprits in making their own shareholder communications undecipherable, it seems the SEC is actually elbowing its way in for some blame, as well.

"Some agency officials were said to be uncomfortable holding the work as a model before Pfizer resolved questions about content. Just days before the mock-up was set for release, the S.E.C. staff would not give it unqualified approval. Pfizer executives quickly backpedaled on their ambitions. Regulators urged Pfizer to blur the report's text, making it unreadable, and attach a disclaimer."

Three conflicts jump out in the Dash story.

1. Pfizer vs. Its Recent Past. Pfizer has long prided itself as a leader in corporate governance, but the McKinnell departure put a big dent in that. How do you get back the luster? The easiest way is to explicitly innovate, and thus leap-frog back to the front of the pack.

2. SEC vs. SEC. SEC chairman Christopher Cox wants open, accessible, readable and clear. The SEC's corporate finance director John W. White, on the other, still wants all the tiny boxes checked. When bureaucrats scuffle, it's tough to definitively pin down who are the "people briefed on the situation" that apparently triggered Dash's interest.

3. Bill Lutz vs. Corporate Doublespeak. Jack Flack is a long-time admirer of Lutz, who's been fighting the good fight against jargon and other business language evils for many years. Though the fight is un-winnable, it's still impossible not to cheer for Lutz anyway.

Jack Flack predicts that any comms tool that tries to be two things at the same time -- a relevant communication with investors and a filing document for regulators -- will likely fail to be particularly good at either.