01.11.08

Words in Context: imbroglio, snit, and kowtow

Posted in Word in Context at 3:33 pm by Emmel Philips

A fun paragraph follows, again authored by Judge Easterbrook.

One senses from this prolonged silence, and the tenor of the SEC’s brief and oral argument, that the agency (or its senior staff) is in a snit because Presto declined to do what many other firms with excess liquid assets have done—apply to the agency for an exemption. See 15 U.S.C. § 80a-3(b)(2). (Microsoft, for example, holds more than 40% of its assets in the form of investment securities but received permission to operate outside the 1940 Act.) The agency’s counsel implied at oral argument that an exemption would have been forthcoming if sought. Yet a firm’s refusal to kowtow to an agency is not a good reason to force its investors to bear unnecessary costs—for it is the investors who must pay to recreate the financial statements, though they did not contribute to this imbroglio—and keep a firm inappropriately registered, as Presto now is. Why is the SEC bent on grinding down a corporation that it appears to acknowledge would not mislead or otherwise injure investors by using the governance and reporting devices appropriate to an operating company?

SEC v. Nat’l Presto Indus., Inc., No. 05-4612 (7th Cir. May 15, 2007).  Given my preference for verbs, kowtow scores as my favorite word in the paragraph, although snit is fun (a bit informal?), and imbroglio is the one that sent me to double check the meaning. An imbroglio is an intricate or complicated dispute.