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Donaldson & Pitt & Levitt & Breeden (Oh my!)

TOTM The Council on Foreign Relations puts on some really impressive webcasts/conference calls. Here’s one TOTM readers may be especially interested in (if, that is, you’re . . .

The Council on Foreign Relations puts on some really impressive webcasts/conference calls. Here’s one TOTM readers may be especially interested in (if, that is, you’re one of those lucky people who doesn’t get hives listening to extended bouts of highly-politicized self rationalization)…

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Financial Regulation & Corporate Governance

Accurately Disclosing Oil Reserves

TOTM Yesterday’s W$J reported on an effort by oil companies to change the way reserves are reported in securities filings. SEC rules, it seems, mandate that . . .

Yesterday’s W$J reported on an effort by oil companies to change the way reserves are reported in securities filings. SEC rules, it seems, mandate that reserves be measured in a manner that understates the actual amount of available oil. For example, the rules (available here) require that only proven reserves (those for which there is a “reasonable certainty” of actual recovery) be reported. On first glance, this doesn’t sound unreasonable, but the manner in which “reasonable certainty” is determined essentially translates the criterion into one of “virtual certainty.”

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Financial Regulation & Corporate Governance

Directors’ Duties Even in Solvent Firms

TOTM In the Ribstein & Alces paper mentioned below by Keith, Ribstein & Alces write… Read the full piece here. 

In the Ribstein & Alces paper mentioned below by Keith, Ribstein & Alces write…

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Financial Regulation & Corporate Governance

The costs of options expensing rules

TOTM Larry points us to a new corporate finance blog, Richard Booth’s The Quant. It looks like a great blog. The most recent post is on executive compensation–particularly . . .

Larry points us to a new corporate finance blog, Richard Booth’s The Quant. It looks like a great blog. The most recent post is on executive compensation–particularly on the serious problems of expensing options (and the FASB rule requiring it). Here’s a lengthy and informative excerpt (with a couple words from me following)…

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Financial Regulation & Corporate Governance

On disclosure: The hydraulic theory

TOTM We know that people respond to incentives, and that behavior will adjust in response to relative changes in price. But I think it’s commonly assumed . . .

We know that people respond to incentives, and that behavior will adjust in response to relative changes in price. But I think it’s commonly assumed that the only relevant price change attributable to disclosure regulations is the nominal change in direct costs of compliance. Sure, we all understand that if shareholder or regulatory pressure is brought to bear on corporate actors as a consequence of disclosure, that pressure can change behavior. But for some reason we’re unduly optimistic about this change; we just assume it will be for the better (you know, because “sunlight is a good disinfectant.” Brandeis said so).

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Financial Regulation & Corporate Governance

Nacchio’s Puzzling (Innovative?) Defense

TOTM An article in today’s W$J reports on former Qwest CEO Joseph Nacchio’s planned defense in a criminal insider trading action brought by the SEC. The . . .

An article in today’s W$J reports on former Qwest CEO Joseph Nacchio’s planned defense in a criminal insider trading action brought by the SEC. The defense is perplexing.

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Financial Regulation & Corporate Governance

Correcting "The Ethicist" on Insider Trading

TOTM In yesterday’s New York Times Magazine, an anonymous reader posed the following question to The Ethicist… Read the full piece here.

In yesterday’s New York Times Magazine, an anonymous reader posed the following question to The Ethicist…

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Financial Regulation & Corporate Governance

On disclosure, a continuing series

TOTM We all know that our securities regulatory regime is predominantly a disclosure regime, meaning the regulators, for the most part, don’t impose substantive regulations on . . .

We all know that our securities regulatory regime is predominantly a disclosure regime, meaning the regulators, for the most part, don’t impose substantive regulations on securities issuers, but require only accurate, timely disclosure of certain information. And as against a more intrusive, substantive regime, I think this is preferable, even in its current, fairly intrusive form. But too often disclosure is presumed by commentators (and regulators) to be fairly costless — meaning that, even if it doesn’t do what it’s supposed to do, it imposes no great cost, and if it succeeds it does so quite cheaply. This is what Larry means when he refers to regulations as “chicken soup.” I think this presumption is often under-supported.

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Financial Regulation & Corporate Governance