corporate governance, executive compensation, regulations, Securities and Exchange Commission


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 beyond its mandate. Part III looks at the SEC’s recently enacted executive compensation rules and concludes that as a result of the SEC’s mandate, the rules will not fix the problems set out in Part I. Last, Part IV argues that the U.S. Congress must expand the SEC’s mandate to enable the SEC to set federal corporate governance standards, and to allow it to effectively regulate executive compensation.



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