Executive compensation: The fallacy of disclosure

Global Jurist Topics

Volumn 6, Issue 3, 2006, Pages

  Cioppa, Paolo ^a  

^a UNIVERSITY OF CALIFORNIA   (United States)

Author keywords

CEO pay; Disclosure; Executive compensation; Executive pay

Indexed keywords

EID: 33846616959     PISSN: None     EISSN: 1535167X     Source Type: Journal    
DOI: 10.2202/1535-167X.1207     Document Type: Article

References (37)

1. M.A. Bakris Executive Compensation Disclosure: The SEC's Newest Weapon in its Arsenal against Executive Compensation Abuses, University of Detroit Mercy Law Review, Fall 1993.
2. See, SEC Votes to Propose Changes to Disclosure Requirements Concerning Executive Compensation and Related Matters, available online at http://www.sec.gov/news/press/2006-10.htm.
3. th Annual Institute on Securities Regulation, at 617,619 (PLI Corp. Law & Practice Course Handbook Series No. B-792, 1992).
4. See, Ira T. Kay, Value at the Top: Solutions to the Executive Compensation Crisis, 1992.
5. M.A. Bakris, Executive Compensation Disclosure: The SEC's Newest Weapon in its Arsenal against Executive Compensation Abuses, supra.
6. Id.
7. Id.
8. See, Securities and Exchange Commission, Executive Compensation: a Guide for Investors, available online at http://www.sec.gov/investor/pubs/execomp0803.htm.
9. The complete federal regulations governing disclosure of information about executive compensation are contained in Item 402 of Regulation S-K. Regulation S-K sets out disclosure requirements for proxy statements, registration statements, reports and other materials filed under the Securities Act of 1933 and the Securities Exchange Act of 1934.
10. Substantive New Disclosures Required SEC Regarding Executive Compensation Proxies, 2 Reg. Compliance Watch 3.
11. See, L. Barrett, Unsharing the Wealth: Recent Economic Volatility has Greatly Impacted Executive Compensation, Rutgers Law Review, Fall 2001.
12. P. Cioppa, The Efficient Capital Market Hypothesis Revisited: Implications of the Economic Model for the United States Regulator, Global Jurist Advances, Volume 5, Issue 1, 2005.
13. L. Barrett, Unsharing the Wealth: Recent Economic Volatility has Greatly Impacted Executive Compensation, Rutgers Law Review, Fall 2001.
14. J.E. Core, W. Quay & D.F. Larker, Executive Equity Compensation and Incentives: A Survey, Economic Policy Review 9, 2003.
15. J. Jusko, Beefed Up Boards, Industry Week.com, August 1, 2005, also available online at http://www.findarticles.com/p/articles/mi_hb3044/ is_200508/ai_nl5249482.
16. G. Strauss, B. Hansen, Special Report: CEO Pay 'Business as Usual, USA Today, March 31, 2005.
17. J. Jusko, Beefed Up Boards, supra.
18. N. Knutt, Executive Compensation Regulation: Corporate America, Heal Thyself, Arizona Law Review, Summer 2005.
19. S. Stabile, My Executive Makes More Than Your Executives: Rationalizing Executive Pay in a Global Economy, New York International Law Review, Winter 2001.
20. C. Hymowitz, To Reign in CEOs' Pays Why Not Consider Outsourcing the Post?, Wall Street Journal, July 19, 2005, also available online at http://www.law.harvard.edu/programs/olin_center/corporate_governance/ MediaMentions/WSJ_7.19.05.pdf.
21. Id. While, perhaps, not easily practicable the proposal that the author makes is interesting. She suggests that "since it is possible to find qualified but cheaper workers [...] in India, China, Turkey and dozens of other countries, it makes competitive sense [...] to outsource jobs."
22. G. Strauss, B. Hansen, Special Report: CEO Pay 'Business as Usual, ' USA Today, March 31, 2005
23. C. Stoltenberg, K.A. Lacey, B. Crutchfield George, M. Cuthbert, A Comparative Analysis of Post Sarbanes-Oxley Corporate Governance Developments in the US and European Union: The Impact of Tensions Created by Extraterritorial Application of Section 404, 53 Am. J. Comp. L. 457, Spring 2005.
24. See, Ben S. Cole Financial, Evolving Oversight of Executive Compensation, available online at http://www.benscolefinancial.com/ documents/ColeFinancial-EvolvingOversightofExecutiveCompensation_000.pdf
25. G. Strauss, B. Hansen, Special Report: CEO Pay 'Business as Usual, supra.
26. J. Jusko, Beefed Up Boards, Industry Week.com, August 1, 2005, also available online at http://www.findarticles.com/p/articles/mi_hb3044/ is_200508/ai_n15249482.
27. In an interesting article, M. Leder argues that, only a few months after the entry into force of SOX, "companies have realized that they can avoid the ban if they give money away to their top executives instead of loaning it." See, M. Leder, Outfoxing SOX, Sarbanes-Oxley Banned Sweetheart Loans to Greedy Executives. So, Corporations are Giving them Free Money Instead, MoneyBox, January 24, 2005, also available online at http://www.fairness.com/resources/one?resource_id=25314.
28. P. Cioppa, The Efficient Capital Market Hypothesis Revisited: Implications of the Economic Model for the United States Regulator, supra.
29. Id.
30. G. Strauss, B. Hansen, Special Report: CEO Pay 'Business as Usual, supra.
31. See, Report of Investigation by The Special Investigative Committee of the Board of Directorsof WorldCom, Inc., March 31, 2003, also available online at http://files.findlaw.com/news.findlaw.com/hdocs/docs/ worldcom/bdspcomm60903rpt.pdf.
32. Id, on page 169-171.
33. J. Jusko, Beefed Up Boards, Industry Week.com, August 1, 2005, also available online at http://www.findarticles.com/p/articles/mi_hb3044/ is_200508/ai_n15249482.
34. SEC Today, SEC Proposes New Executive Compensation Disclosure Rules, Jan. 18, 2006, Volume 2006-11
35. Id.
36. Id.
37. http://www.bepress.com/gj/topics/vol6/iss3/art1