Open Access. Powered by Scholars. Published by Universities.®
Business Law, Public Responsibility, and Ethics Commons™
Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Securities regulation (2)
- CEO pay ratio (1)
- Clawback (1)
- Congress (1)
- Corporate compliance (1)
-
- Corporate crime (1)
- Corporate governance (1)
- Corporate group (1)
- Corporate political spending (1)
- Corporate prosecutors (1)
- Criminal liability (1)
- DOJ (1)
- Dodd-Frank Act of 2010 (1)
- Executive compensation (1)
- Human capital management (1)
- Market risk (1)
- Penalties (1)
- Recidivism prevention (1)
- SEC (1)
- Settlement practice (1)
- Settlements (1)
- Shareholders United Act (1)
- Subsidiary-only conviction (1)
Articles 1 - 4 of 4
Full-Text Articles in Business Law, Public Responsibility, and Ethics
Criminal Subsidiaries, Andrew K. Jennings
Criminal Subsidiaries, Andrew K. Jennings
Faculty Articles
Corporate groups comprise parent companies and one or more subsidiaries, which parents use to manage liabilities, transactions, operations, and regulation. Those subsidiaries can also be used to manage criminal accountability when multiple entities within a corporate group share responsibility for a common offense. A parent, for instance, might reach a settlement with prosecutors that requires its subsidiary to plead guilty to a crime, without conviction of the parent itself—a subsidiary-only conviction (SOC). The parent will thus avoid bearing collateral consequences—such as contracting or industry bars—that would follow its own conviction. For the prosecutor, such settlements can respond to criminal law’s …
Follow-Up Enforcement, Andrew K. Jennings
Follow-Up Enforcement, Andrew K. Jennings
Faculty Articles
Firms sometimes break the law. When they do, a host of government agencies have power to bring enforcement actions against them, which serve to punish past wrongs, compensate victims, disgorge unlawful gains, deter others, and prevent recidivism. Each of these purposes but one—preventing recidivism—is either met or not once the case reaches settlement. Whether recidivism will occur, however, remains uncertain at the time a case is settled. In light of that uncertainty, this Article takes a critical look at how enforcers currently address recidivism prevention—what it dubs the “clawback” approach—under which defendant firms receive penalty credit today in exchange for …
Securities Disclosure As Soundbite: The Case Of Ceo Pay Ratios, Steven A. Bank, George S. Georgiev
Securities Disclosure As Soundbite: The Case Of Ceo Pay Ratios, Steven A. Bank, George S. Georgiev
Faculty Articles
This Article analyzes the history, design, and effectiveness of the highly controversial CEO pay ratio disclosure rule, which went into effect in 2018. Based on a regulatory mandate contained in the Dodd-Frank Act of 2010, the rule requires public companies to disclose the ratio between CEO pay and median worker pay as part of their annual filings with the Securities and Exchange Commission (SEC). The seven-year rulemaking process was politically contentious and generated a level of public engagement that was virtually unprecedented in the long history of the SEC disclosure regime. The SEC sought to minimize compliance costs by providing …
Shareholders United?, Andrew K. Jennings
Shareholders United?, Andrew K. Jennings
Faculty Articles
Securities regulation has a way of crossing into other lanes. What public companies do is substantive regulation. How they govern themselves while doing it-or more importantly, how they disclose it-is securities regulation. So it is no surprise that the perennial concern over regulating money in politics should also become a question of federal securities regulation. The Shareholders United Act (the "Act")-passed by the House of Representatives as part of House Bill 1, an early, major piece of legislation in the 116th Congress-does just that. The Act would require that before engaging in political spending, public companies poll shareholders on how …