“U.S. corporations will need to disclose how the paychecks of their chief executive officers compare with those of their workers under a new proposal released [in September] by a sharply divided U.S. Securities and Exchange Commission.” [Reuters] The measure, pushed by labor advocates, was prescribed as part of the maximalist-regulation Dodd-Frank law, but opponents say the SEC majority is requiring needlessly costly compliance methods: “Proponents have acknowledged the sole objective of the pay ratio is to shame CEOs, but the shame from this rule should not be put on CEOS- it should be put on the five of us,” said Republican commissioner Michael Piwowar. “Shame on us for putting special interests ahead of investors.” [Towers Watson/MarketWatch] Because of the high expected cost of compliance, “we are almost certain to see quite a few companies paying more than they actually pay their CEO to figure out how much more their CEO makes than their median worker. If this rule was really being implemented for the benefit of the shareholders, then Congress could have let each company’s shareholders opt in or opt out of this disclosure regime. Clearly, the people pushing this ratio had no interest in giving actual shareholders a veto over this racket.” [Marc Hodak] More: Prof. Bainbridge, Keith Paul Bishop, Michael Greve, Jeffrey Miron on FBN. The agency is taking public comments through December 2.
Posts Tagged ‘Dodd-Frank’
Banking and finance roundup
- “The Dodd-Frank Say-on-Pay Cases Are on the Brink of Death” [Kevin LaCroix]
- Kevin Funnell of Bank Lawyers Blog interviewed [Crystal Gimesh via BLB]
- How taxpayer lending props up business model of banks, fast-food franchisors [Dayton Daily News on SBA via Tad DeHaven]
- Independent currency = money laundering? “How Bitcoin Dies” [Econ Policy Journal] Or death by trial lawyer? [Coyote, Andrew Sullivan]
- Nose of the camel: Obama budget plans to limit IRAs to $3 million [Politico]
- How Swiss bank secrecy protected freedom [Daniel Fisher]
- Sure, what could go wrong? Obama push for more mortgage lending to borrowers with weaker credit [Gideon Kanner, Coyote] More: Arnold Kling testifies before Congress on housing finance, and feels a resulting “need to scream” [ASKBlog, more]
- More: Per NYT’s expert, “Shareholders have been demanding” disclosure on corporate political spending. Well, 18% of shareholders anyway [Jim Copland]
Banking and finance roundup
- After bank trespass, Occupy Philadelphia benefits from jury nullification and a cordial judge [Kevin Funnell]
- Cato commentaries on Cyprus crisis [Steve Hanke and more, Dan Mitchell, Richard Rahn podcast]
- “NY Court Reinstates Foreclosure, Chides Judge For `Robosigning’ Sanctions” [Daniel Fisher] “Impeding Foreclosure Hurts Homeowners As Well As Lenders” [Funnell]
- SEC charging Illinois with pension misrepresentation? Call it a stunt [Prof. Bainbridge]
- “Plaintiff Lawyers Seek Their Cut On Virtually All Big Mergers, Study Shows” [Fisher] As mergers draw suits, D&O underwriting scrutiny escalates [Funnell] “Courts beginning to reject M&A strike suits” [Ted Frank]
- Will Dodd-Frank conflict minerals rules actually help folks in places like Congo? [Marcia Narine, Regent U. L. Rev. via Bainbridge, earlier here]
- “Securities Lawyers Gave To Detroit Mayor’s Slush Fund”; city served as plaintiff for Bernstein Litowitz [Fisher]
Want your annual meeting to go off with no trouble? Pay up
The Economist on an unplanned (at least one hopes it was unplanned) effect of Dodd-Frank:
THE Dodd-Frank law of 2010 requires a “say-on-pay” vote for shareholders of American companies. Clever lawyers scent a payday for themselves.
One law firm in particular, Faruqi & Faruqi, has filed a series of class-action suits demanding more information about how companies decide what to pay their senior executives. It seeks to prevent its targets from holding their annual meetings until the extra information turns up. One such suit, against Brocade Communications, a Californian company, forced the suspension of the annual meeting last February. Brocade quickly settled. Faruqi’s fees were $625,000. Several other companies, not wanting to delay their meetings, have settled similar suits.
Prof. Bainbridge is reminded of the specialized group of non-lawyers in Japan known as sokaiya, who extract money from target companies by threatening (among other things) to disrupt annual meetings.