Showing archive for: “Corporate Governance”
Backdating did harm investors.
Three Michigan B school profs have a new paper up on SSRN entitled “The Economic Impact of Backdating Executive Stock Options.� The paper adds some important data to the backdating debate. Specifically, the paper looked at 45 firms implicated in the backdating scandal and found that over a 21-day period surrounding the revelation of backdating, ... Backdating did harm investors.
Thoughts on Walker on Backdating
Professor Ribstein responds to David Walker’s backdating article, which Bill highlighted here at TOTM a few weeks ago. Larry’s take? This is a useful paper as far as it goes. The problem is that it has missed a significant chunk of the “literature” on this rapidly developing topic that has developed in our rapidly developing ... Thoughts on Walker on Backdating
SEC Office of Chief Accountant position on spring-loading and bullet-dodging
The SEC Office of the Chief Accountant issued a letter today “summarizing the staff’s views regarding the accounting for stock options in the historical financial statements of public companies.” See here. The letter addresses a number of accounting issues concerning option backdating. It also has this to say about spring-loading and bullet-dodging: H. Timing of ... SEC Office of Chief Accountant position on spring-loading and bullet-dodging
GM/Ford: An Idea Whose Time Has Come?
When teaching antitrust as I am this fall, a time always comes during the semester when I need to give my students an example of a merger whose implications for competition are so obviously adverse that the antitrust authorities would surely seek an injunction against the merger under Section 7 of the Clayton Act. My ... GM/Ford: An Idea Whose Time Has Come?
New article on Board vs. Shareholder power
Lynn Stout from UCLA School of Law just posted a paper on SSRN entitled “The Mythical Benefits of Shareholder Control.” The article is forthcoming in the Virginia Law Review. Here’s the abstract: In ‘The Myth of the Shareholder Franchise‘ [also forthcoming in the Virginia Law Review], Professor Lucian Bebchuk argues that the notion that shareholders ... New article on Board vs. Shareholder power
New Paper on Option Backdating
Speaking of option backdating, David Walker from Boston University School of Law has just posted a new working paper on SRRN entitled “Some Observations on the Stock Option Backdating Scandal of 2006.” Here’s the abstract: The corporate stock option backdating scandal has dominated business page headlines during the summer of 2006. The SEC is currently ... New Paper on Option Backdating
SSRN Top Tens for Corporate, Corporate Governance, and Securities Law
The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.
Thoughts on AFSCME v. AIG
As discussed here, here and here, the Second Circuit recently rejected the SEC’s interpretation of Rule 14a-8(i)(8) which allows a company to exclude a shareholder proposal from its proxy materials “[i]f the proposal relates to an election for membership on the company’s board of directors . . . � (see AFSCME v. AIG, 2006 WL ... Thoughts on AFSCME v. AIG
SEC to propose amendment to Rule 14a-8 in light of AFSCME decision
As discussed by Prof. B. in this post, the 2nd Circuit recently ruled “that a shareholder proposal that seeks to amend the corporate bylaws to establish a procedure by which shareholder-nominated candidates may be included on the corporate ballot does not relate to an election within the meaning of [Rule 14a-8(i)(8)] and therefore cannot be ... SEC to propose amendment to Rule 14a-8 in light of AFSCME decision
No, Matt, executive compensation is not all about norms
[UPDATE: In order to avoid linking glitches we removed the quotes from around the phrase, “all about norms” in the original title. This post thus has a different url than the original but is otherwise the same.] In a post titled, “Backdating: Yes, Virginia, Execs Do Want Inflated Pay,â€? over at PrawfsBlawg, Matt Bodie weighs ... No, Matt, executive compensation is not all about norms
Henderson on Executive Compensation in Bankruptcy
Todd Henderson’s paper finds that compensation arrangements of solvent and insolvent firms are similar to each other. The empirical strategy involves the assumption that firms in bankruptcy are a useful control group for testing agency theory explanations of executive compensation because those costs are significantly lower for insolvent firms. I don’t know enough about bankruptcy ... Henderson on Executive Compensation in Bankruptcy
Explaining Backdating (and Jenkins Channels Manne Again)
Holman Jenkins reports that a group of economists led by Milton Friedman and Harry Markowitz are getting behind the idea of putting an end to the expensing of options. It is a great column. Jenkins goes on to discuss options backdating and makes the following points, which will sound unfamiliar to TOTM readers: “In no ... Explaining Backdating (and Jenkins Channels Manne Again)
