Law Commons^™

Agenda For Private Sector Reform: Omnibus Policy Recommendations For A Post-Crisis Market, Millstein Center For Corporate Governance And Performance

Ira M. Millstein Center for Global Markets and Corporate Ownership

The global financial crisis has exposed a raft of market weaknesses and failures The Center has concentrated on probing urgent, corporate governance-related issues where it identified apparent gaps in knowledge, insight and infrastructure. Policy Briefings have addressed the advisory vote on executive compensation; board-shareowner communications; proxy voting reform; independent board leadership; risk oversight; pay for performance; and shareowner stewardship. Using global perspectives, they address key concerns within the relevant subject areas and attempt to gather and present practical recommendations and ideas.

This report compiles summaries of the Center’s recommendations on these seven key areas from 2007 through mid-2009. The objective …

"Say On Pay": Cautionary Notes On The U.K. Experience And The Case For Shareholder Opt-In, Jeffrey N. Gordon

Faculty Scholarship

Shareholder and public dissatisfaction with executive compensation has led to calls for an annual shareholder advisory vote on firms’ compensation practices and policies, so-called “say on pay.” Proposed federal legislation would mandate “say on pay” generally for U.S. public companies. This Article assesses the case for such a mandatory federal rule in light of the U.K. experience with a similar regime adopted in 2002. The best argument for a mandatory rule is that it would destabilize pay practices that have produced excessive compensation and that would not yield to firm-by-firm pressure. This has not been the U.K. experience; pay continues …