Finance and Financial Management | Open Access Articles

In Search Of Safe Harbor: Suggestions For The New Rule 506(C), Usha Rodrigues

Scholarly Works

I devote most of this essay to exploring how, exactly, the Securities and Exchange Commission (“SEC”) should go about providing guidelines to implement the statutory requirement that issuers have a reasonable belief that a purchaser is accredited. The SEC has proposed rules, but these rules merely restate what Congress has already required, thus sidestepping Congress’s direction that the agency itself articulate some verification methods. Taking the SEC’s decidedly amorphous proposal to task, I recommend that the SEC offer two nonexclusive safe harbors for issuers to guide them in determining whether a natural person is an accredited investor. The paragraphs below …

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The Diminishing Returns Of Incentive Pay In Executive Compensation Contracts, Gregg D. Polsky, Andrew Lund

Scholarly Works

For the past 30 years, the conventional wisdom has been that executive compensation packages should include very large proportions of incentive pay. This incentive pay orthodoxy has become so firmly entrenched that the current debates about executive compensation simply take it as a given. We argue, however, that in light of evolving corporate governance mechanisms, the marginal net benefit of incentive-laden pay packages is both smaller than appreciated and getting smaller over time. As a result, the assumption that higher proportions of incentive pay are beneficial is no longer warranted.

A number of corporate governance mechanisms have evolved to duplicate …

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To Judge Leviathan: Sovereign Credit Ratings, National Law, And The World Economy, Christopher Bruner, Rawi Abdelal

Scholarly Works

Recent decades have witnessed the remarkable rise of a kind of market authority almost as centralized as the state itself – two credit rating agencies, Moody’s and Standard & Poor’s. These agencies derive their influence from two sources. The first is the information content of their ratings. The second is both more profound and vastly more problematic: Ratings are incorporated into financial regulations in the United States and around the world. In this article we clarify the role of credit rating agencies in global capital markets, describe the host of problems that arise when their ratings are given the force …

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Corporate Audit Committees And Director’S Liability, Thomas M. Bentler

LLM Theses and Essays

This thesis covers the creation and function of audit committees and its increasing utilization by companies that consequently increase their dependence on outside directors and the subsequent liability of non-committee board members. The first part of this article gives a general overview of the audit committee with a focus on the scope of its duties, its composition, its way of working, and the possible benefits and hazards for the corporation resulting from the establishment of such a committee. The second part will examine the impact of an audit committee on director’s liability under the federal securities law and state corporation …

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Full-Text Articles in Finance and Financial Management

In Search Of Safe Harbor: Suggestions For The New Rule 506(C), Usha Rodrigues

Scholarly Works

The Diminishing Returns Of Incentive Pay In Executive Compensation Contracts, Gregg D. Polsky, Andrew Lund

Scholarly Works

To Judge Leviathan: Sovereign Credit Ratings, National Law, And The World Economy, Christopher Bruner, Rawi Abdelal

Scholarly Works

Corporate Audit Committees And Director’S Liability, Thomas M. Bentler

LLM Theses and Essays