Law Commons^™

The Incoherence Of American Corporate Governance And The Need For Federal Standards, Timothy De Lizza

Fordham Urban Law Journal

This Comment suggests that the U.S. Congress should expand the SEC’s mandate so that it has clear authority to implement corporate governance standards. Part I provides an overview of problems regarding how much executive pay is given, how pay is set, and how it is disclosed. It then highlights regulatory responses to those problems, including how they provide contradictory incentives and result in unpredictability and over-regulation. Part II considers the current scope of the SEC’s mandate, including courts’ and commentators’ difficulty in defining its boundaries. Part II concludes that this difficulty sometimes makes the SEC’s regulatory actions either ineffective or …