Among the many miserable memories I have from my days working in public relations was drafting news releases for publicly traded companies. My colleagues and I would analyze every word with the scrutiny of ancient Talmudic rabbis studying the Bible, ensuring both accuracy and clarity. We were proud that the corporate executives we reported to signed off on our drafts with few, if any, edits.
Too often, an hour or so before the release was to be issued, we’d receive a revised version with two scribbles—one by a junior associate lawyer and another by a law firm partner who made an innocuous change or two to demonstrate their value and justify the hundreds of additional dollars our client paid to benefit from their “wisdom.” Our job was to issue the stripped-down release and then respond to media questions that had already been addressed in our original version.
U.S. companies and their securities lawyers once lived in fear of issuing any material statement that could even remotely be deemed false because the SEC’s penalties for doing so could be substantial. Moreover, reputation once mattered in corporate America, and no company wanted to be perceived as dishonest—or worse, a flat-out corporate liar.
Those days are long gone.
Kohl’s, a Wisconsin-based retailer that was once famed for efficiency, affordability, and brand reliability, was forced on Friday to correct an SEC filing it had submitted a day earlier. The original filing stated that the recent resignation of board director Christine Day wasn’t due to any disagreements related to company operations, policies, or practices. In fact, Day resigned because she disagreed with the board’s response to recommendations from a shareholder advisory firm regarding executive pay and board procedures.
According to emails included in Kohl’s revised filing and reported by Bloomberg, Day disputed the board’s original characterization of her departure.
“There is simply no way the board could have interpreted my resignation as having no conflict issues. This was a deliberately selective edit,” Day said in an email. “So you will have to correct the filing as a misstatement. Not an after-the-fact email.”
In another email, Day wrote: “My departure from the Kohl’s Board is based on disagreements regarding adherence to protocols and processes which guide conversations and ensure full transparency and accountability. When mistakes are made, reflection on accountability and root causes should be rigorously examined—not smoothed over.”
Day, one of Canada’s most respected business leaders, under whose leadership Vancouver-based Lululemon Athletica experienced significant growth and became a global brand—and who earlier played a major role in Starbucks’ global expansion—resigned four days after Kohl’s revealed it had fired CEO Ashley Buchanan, just months after hiring him. Buchanan was terminated after the board discovered he had directed millions of dollars in business to Chandra Holt, with whom he was romantically involved.
Buchanan and Holt previously worked at Walmart and its warehouse division, Sam’s Club, where the romance was reportedly an open secret. Bloomberg reported that their close relationship led to preferential treatment by Buchanan when he was chief merchant at Sam’s Club. For a time, Holt was one of his direct reports.
Corporations often rely on executive recruiters for CEO hires—firms that too often promote candidates who look good on paper or are reputed to possess great leadership skills, but whose most impressive accomplishments involve taking credit for the success of others. If three Bloomberg reporters confirmed that Buchanan and Holt’s relationship was known at Walmart, it reflects poorly on the due diligence involved in Buchanan’s hiring.
I’ve read over the years about the supposedly sophisticated personality and character tests designed to screen employees who may be prone to unethical behavior. Apparently, those tests are either not administered to CEOs or are not particularly effective.
Kohl’s stock was down 5% on Friday, after already losing half its value this year. It’s a wonder anyone would buy the stock given that the company’s board has demonstrated it can’t be trusted to either hire a CEO with integrity or issue statements that withstand scrutiny.
I would argue there is a correlation between those two failures. Kohl’s board members can be found here.
When writing about corporate dishonesty, General Motors often comes to mind. Here’s the latest example of the automaker’s fragile relationship with the truth.
After the New York Times revealed that GM was surreptitiously monitoring the driving habits of customers who bought or leased its vehicles, GM CEO Mary Barra told The Detroit News:
“We take our customers’ data security and privacy very, very seriously. We’re going to work hard to be very transparent and very privacy-focused with our consumers. We’ve learned a lot of lessons from this, and we’ll get better.”
However, GM’s lawyers—who are battling multiple lawsuits from state attorneys general and more than two dozen privacy-related class actions—are offering a starkly different message. In a court filing in Georgia, Barra’s legal team argued that there is no reasonable expectation of privacy when individuals drive on public roads, because “roadways are public, and these behaviors are observed by all.”
Diogo Duarte, a data privacy consultant based in Europe where consumer protections are much stronger, posted this insight on LinkedIn:
(GM’s) narrative is dangerous. What it does, subtly but decisively, is reduce privacy to a narrow construct where it only exists when we are out of public view. It assumes that physical visibility equates to the deprivation of data rights, and that once we are in public, our autonomy over personal information ceases to apply. But this is not how privacy functions, not in principle and not in law.
This type of narrative has already been examined in courts. In US v. Jones, the Supreme Court made clear that constant GPS tracking of a car violates privacy, even if the car is on public roads. In Carpenter v. United States, the Supreme Court also ruled that location data, despite being about public movement, carries a depth of information that deserves protection. Both cases primarily centred on the Fourth Amendment and its relationship to privacy.
GM’s argument that public driving nullifies privacy rights ignores the principle of contextual integrity. Being seen driving down a road is not the same as agreeing to have every detail of your movements collected, profiled and sold to insurance companies. The idea that visibility equals consent is not only legally outdated, it undermines the relationship between individuals and the technologies they rely on daily.
While GM serves here merely as an illustrative case, the argument they have advanced reflects a broader and persistent reality: economic interests have long influenced the contours of individual rights. What deserves close attention today is not that this influence exists, but how it increasingly operates through the infrastructures of data and technology, subtly recalibrating societal expectations of privacy and autonomy in ways that often outpace public awareness.
GM’s lawyers have also argued that customers willingly consented to be surveilled when they signed up for OnStar, its safety and security system. Texas AG Ken Paxton addressed that consent in the data privacy lawsuit he filed against GM.
GM’s practice was to subject consumers who had just completed the time-consuming and stress process of buying or leasing a vehicle at a dealership to an “onboarding” process. . . To customers, the onboarding process appeared to be a mandatory pre-requisite to taking ownership of the vehicle; however, it was no more than a deceptively designed sales flow to ensure that customers would sign up for GM’s products and unwittingly be enrolled in GM’s Driving Data collection scheme.
As part of this onboarding process, General Motors electronically presented customers with over fifty pages of disclosures . . . which consisted of product descriptions and a confusing series of applicable user terms and privacy notices.
GM’s privacy arguments are unsurprising for a company whose driverless taxi subsidiary—Cruise, which was chaired by Mary Barra—last year avoided criminal prosecution despite being investigated for “providing a false record to the National Highway Traffic Safety Administration (NHTSA) with the intent to impede, obstruct, or influence the investigation of a crash involving one of Cruise’s autonomous vehicles.”
GM also faces a growing number of lawsuits alleging that the company knowingly sold vehicles with defective engines and transmissions. A newly filed lawsuit further alleges that GM sold ACDelco parts labeled “Made in USA” that were, in fact, manufactured in China.
Ford’s Record on Transparency
Ford, of course, is no corporate choirboy when it comes to honesty in public statements. Just days after declaring it would not pass on tariff-related costs from President Trump’s trade policy to consumers, the company advised its dealers that it planned to do exactly that.
This is the same Ford that runs ads drenched in red, white, and blue imagery and claims on its website that it’s “All in on America,” while manufacturing the electric version of its iconic Mustang in Mexico—along with the popular Maverick pickup and Bronco Sport. Let’s not forget the Lincoln Nautilus, Ford’s most technologically advanced vehicle, which the company imports from China.
It’s also the same Ford that agreed to pay $19.2 million to settle a multi-state lawsuit alleging the company knowingly misrepresented fuel economy and payload capacity in advertisements for its Super Duty trucks.
President Trump continues to push for deregulation, arguing that corporate America can and will regulate itself. That’s about as credible as Elon Musk’s claim to be a free speech absolutist. According to reports, an X account set up to share a letter by Tesla employees calling for Musk to resign as CEO was suspended by the platform—a move critics note contradicts Musk’s own “free speech absolutist” rhetoric.
