I love reading comment letters to the Securities and Exchange Commission. What can I say? I get a kick out of it—it’s a great opportunity to understand the agendas of governance players, from institutional investors to corporate executives.

It’s also hilarious.

Before the SEC’s executive compensation disclosure rules were finalized, I’d spent some of my free time—much to my wife’s chagrin—reading comment letters submitted to the Commission.

I literally almost fell off my chair laughing.

They range from the pissed off (“The CEOs of today have elevate [sic] themselves to the level of GODS while they steal and plunder pensions and benefits”) to the confused (“I would like to have made comments if I could have read the proposal but your home page would not permit that”).

They included the reverential (“Thank you and your shining knights for your hard work…”) and the incomprehensible (“How come you are giving lawyers a $169,000,000 gift horse but want us to schlep the internet for ‘free’ information on a company’s total return?”).

They included the misguided (“I think it absurd that any company executive is paid more than the President of the United States”) and the lunatic (and this is unedited): “If it were up to Me I’d Call for a ‘General Strike’ on a Wensday Shut the Country done for the Day and see The CEO”s Vibrate in Fear.”

I personally am not interested in watching any CEO vibrate.

Oh, there was also the self-congratulatory: “As THE pioneer on disclosure of Executive Compensation resolutions (over 20 years ago)—there have been in the last few years some COPYCATS—I am delighted that the SEC at LONG last is making a step in the right direction.” And no, I did not insert the capitalized letters—those were the author’s. She ended with this great line: “If there are any hearings, panels, roundtables, etc., I do wish to be a SPEAKER, PANELIST, WITNESS or whatever in person.”

“Or whatever.” That kills me.

Anyway, there were also some funny comments about comments. For example, the law firm of Shearman and Sterling—writing on behalf of Walt Disney, CBS, NBC, News Corp. and Viacom—urged the Commission to withdraw the “Katie Couric Clause” due to the potential impact on competition for talent in the entertainment industry, going so far as to warn that the disclosure requirement “could have the effect that producers, talent and other individuals would prefer not to be employed by publicly held motion picture companies at all.”

That prompted some berserk ramblings in other letters, causing the SEC comment process to read more like an Internet bulletin board: “YEA, YEA, Right, like a Private Film Label will pay (or can afford too) these OVER PRICED, SELF ABSORBED CADS, anything remotely what they are ripping off from the unknowing public investor.” I didn’t edit that comment, either.

I loved this one too, and I’m not joking about the spelling: “I always remenber a pharse that my Parents tought me, ‘If you don’t have anything to hide, you don’t have to worry about consequences.’”

Comment Free Zone

Well, I “remenber a pharse” too: Everyone’s got an angle. As a result, most of these comment letters can’t be taken seriously.

But the problem is that even the serious comment letters can’t be taken seriously; after all, they’re submitted by interested parties with something to gain or lose.

Of course, that’s the whole point of the comment period, right: parties with an interest in the capital markets are given the opportunity to review and comment formally on a proposed regulation. But some of the comment letters actually raised more questions about the authors themselves, and other authors probably never should have submitted letters.

Take, for example, me. I publish a magazine and newsletter. It’s not my job to provide input to the SEC on its rulemaking initiatives: It’s my job to report on those initiatives. That’s why Compliance Week would never even consider commenting on a rule proposal: We’re an unbiased third-party publisher, not a lobbying organization.

However, that didn’t stop other media types from making comments, perhaps when they shouldn’t have.

Michelle Leder, for example, who publishes the well-watched “footnoted.org” blog, submitted comments stating that, “While I believe the proposal is a good first step and certainly commend you for taking it, I don’t think it goes far enough …”

Other so-called media entities also commented on the rule, moving themselves away from an “unbiased publisher” position, and closer to an advocacy position (not that most blogs are unbiased).

Scott Renwick, the senior vice president and general counsel of $3 billion Unitrin, accurately addressed that issue in his own comment letter to the SEC. In his April 10 letter, Renwick noted that Unitrin “take[s] exception to certain positions espoused by the growing cottage industry of self-styled governance advocates, newsletter publishers and others whose interests are served by ever-increasing complexity in the disclosure and governance arenas.”

Specifically, Renwick pointed to a comment letter filed by Jesse Brill, the chair of the National Association of Stock Plan Professionals who also chairs CompensationStandards.com. “In his letter,” wrote Renwick, “Mr. Brill cites the large number of Compensation-Standards.com subscribers and NASPP members, creating an impression that the views expressed are representative of the subscribers to these services.”

But that’s not the case. “[T]hough we are subscribers to these resources, which we generally find to be valuable sources of information,” Renwick continued, “we were not consulted by Mr. Brill’s organizations on this subject and, in fact, we disagree with many of the positions taken in Mr. Brill’s comment letter.”

Part of the problem lies in the fact that the National Association of Stock Plan Professionals looks like a nonprofit organization that lobbies on behalf of its members, but it’s not. Brill’s “association” of stock plan professionals is a for-profit entity; an email from NASPP executive director Barbara Baksa confirms that “the NASPP is not a nonprofit organization.” Most of the other organizations that commented on the SEC’s proposal were, in fact, true nonprofit associations—the Society of Corporate Secretaries and Governance Professionals, and The Association of Corporate Counsel, for example, are both “501(c)6” membership organizations. In addition, those organizations—and others, like Financial Executives International—work closely with their members to formulate positions for comment. They also more clearly acknowledge their lobbying roles; FEI, for example, proudly promotes its advocacy mission.

A second problem stems from the fact that Brill’s letter looks like it represents the membership of his organization—one of his comment letters begins, “As the Chair of CompensationStandards.com and Chair of the National Association of Stock Plan Professionals …” But obviously his letter didn’t represent his membership—just ask Renwick at Unitrin. The NASPP’s Barbara Baksa confirms via email that, “The comment letter was submitted to the SEC by Jesse, it wasn’t on behalf of the NASPP.”

My point is not that there’s anything deceptive going on here—Jesse Brill and Broc Romanek, his counterpart on the publishing side of the business, are smart guys with tremendous domain expertise and great reputations. In fact, I’ve asked Broc to contribute to Compliance Week a few times, which he’s done, and I also subscribe to one of their publications: they’re good. But clearly there’s also some confusion about their missions and objectives, particularly at the intersection between their publishing and “association” divisions.

Everyone’s input during the rulemaking process is relevant, and the SEC’s comment period was created specifically to accommodate those views, and to help the SEC staff understand the concerns of market participants. But some of the comments invariably complicate the rulemaking process by introducing hidden agendas, and implying greater “membership” support than is real; it’s ironic that transparency is the aim of the compensation disclosure rule, but the comments on that rule are themselves somewhat opaque.

When discussing the comment letters of such organizations, Renwick at Unitrin wrote, “We urge the [SEC] Staff to be similarly skeptical.”

So do we.