The New Role of Government
in
Corporate Governance

European Corporate Governance Institute
Thursday, 17th September 2009
Securities and Exchange Commission
Washington DC

A free all-day conference organised by the European Corporate Governance Institute, the Brookings Institution and Columbia Law School.
The organisers
are grateful for support from the Securities and Exchange Commission and the European Commission,
and for the sponsorship of the 2009 Conference by the Columbia Law School through the F.F. Randolph Jr. Speakers Fund and the Stephen Friedman Fund in Business Law.
Continuing Legal Education (CLE)

Columbia Law School has been certified by the New York State Continuing Legal Education (CLE) Board as an Accredited Provider of CLE programs.

Under New York State CLE regulations, this transitional and non-transitional CLE program will provide in aggregate a maximum of 7.0 credit hours which can be applied toward the Areas of Professional Practice requirement as follows:

Session 1 - Keynote speech CLE: 1.0 credit, Areas of Professional Practice
Session 2 - Government as investor CLE: 2.0 credits, Areas of Professional Practice
Session 3 - Keynote speech CLE: 1.0 credit, Areas of Professional Practice
Session 4 - Reforming compensation CLE: 1.5 credits, Areas of Professional Practice
Session 5 - The Future of the Government Involvement CLE: 1.5 credits, Areas of Professional Practice

Attorneys wishing to receive CLE credit must first register for the Conference using the Conference registration facility. They must then sign the program register both prior to and following their attending program sessions. CLE credit will be offered only to attorneys in attendance for entire sessions, as reflected in the register.  Attorneys attending only part of a session are not eligible for partial credit for it.  Attorneys arriving late are welcome to attend the program but will not be eligible to CLE credit; similarly, attorneys leaving a session early are ineligible for CLE credit for that session. On departure, attorneys seeking credit should submit their completed Evaluation Form, provided at the Conference.

US-Barred Attorneys (Non New York State): Please be aware that individual attorneys may request accreditation from their particular states for, or in some cases may simply report, credits earned from a CLE program which was given by an out-of-state Accredited Provider. Each state has its own procedure, and attorneys should check their state’s rules governing the reporting of these credits.

Reading list
Required CLE Readings
Session 1 – Keynote speech

- Press release SEC Proposes Measures to Improve Corporate Governance and Enhance Investor Confidence at Open Meeting of 1 July 2009
http://www.sec.gov/news/press/2009/2009-147.htm

- Text of the SEC Chairman's speech at this Open Meeting http://www.sec.gov/news/speech/2009/spch070109mls.htm

- Proposed Rule Release No. 33-9052, Proxy Disclosure and Solicitation Enhancements
http://www.sec.gov/rules/proposed/2009/33-9052.pdf
Session 2 – Government as investor

- Steven M. Davidoff and David Zaring, Big Deal: The Government’s Response To The Financial Crisis, ADMIN. L. REV. (forthcoming 2009)
http://ssrn.com/abstract=1306342

Session 3 –Keynote speech

- The High-Level Group on Supervision Report chaired by Jacques de Larosière 25 February 2009
http://www.ecgi.org/tcgd/2009/EU_de_larosiere_report_en_Feb_2009.pdf

Session 4 – Reforming compensation

- Lucian Bebchuk & Jesse Fried, Pay Without Performance: Overview of Issues, 30 J. Corp. L. 647 (2005)
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=761970

- Steven N. Kaplan & Josh Rauh, Wall Street and Main Street: What Contributes to the Rise in the Highest Incomes?, Review of Financial Studies, 2009
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=931280
Session 5 –The Future of the Government Involvement

- Ronald J. Gilson and Curtis J. Milhaupt, Sovereign Wealth Funds and Corporate Governance: A Minimalist Response to the New Mercantilism
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1095023

Further Readings
Session 1 – Keynote speech

- Proposed Rule Release No. 34-60218, Shareholder Approval of Executive Compensation of TARP Recipients http://www.sec.gov/rules/proposed/2009/34-60218.pdf

- Proposed Rule Release No. 33-9046, Facilitating Shareholder Director Nominations http://www.sec.gov/rules/proposed/2009/33-9046.pdf
Session 2 – Government as investor

- William K. Sjostrom, Jr., The AIG Bailout, 66 Wash. L. Rev (forthcoming 2009)
http://ssrn.com/abstract=1346552

- J.W. Verret, Treasury Inc: How the Bailout Reshapes Corporate Theory & Practice,  http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1461143

- Bernardo Bortolotti and Mara Faccio, Government Control of Privatized Firms
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=536683

Session 3 –Keynote speech

- The Turner Review: A regulatory response to the global banking crisis March 2009 Lord Turner, Chairman of the Financial Services Authority
http://www.ecgi.org/tcgd/2009/FSA_Turner_Report_on_Financial_Crisis_2009.pdf

Session 4 – Reforming compensation

- Carola Frydman & Raven E. Saks,  Executive Compensation: A New View from a Long-Term Perspective, 1936-2005
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=972399

- Jeffrey N. Gordon, "Say on Pay": Cautionary Notes on the U.K. Experience and the Case for Shareholder Opt-In, 46 Harv. J. on Legisl. 323 (2009)
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1262867

- Nuno Fernandes, Miguel Ferreira, Pedros Matos & Kevin Murphy, The Pay Divide: (Why) Are U.S. Top Executives Paid More?
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1341639

- Guido Ferrarini, Niamh Molony, & Maria-Cristina Ungureanu, Understanding Directors’ Pay in Europe: A Comparative and Empirical Analysis
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1418463
Session 5 –The Future of the Government Involvement

- Nuno G. Fernandes, Sovereign Wealth Funds: Investment Choices and Implications around the World
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1341692

- William L. Megginson, et al, The Effects of Changes in Corporate Governance and Restructurings on Operating Performance: Evidence from Privatizations Global Finance Journal 157 Jan 2007)
http://ssrn.com/abstract=904284

Further information
For further information and any questions regarding CLE, please contact: Sallie C. Locke at Columbia Law School. Email: slocke@law.columbia.edu