Corporate Governance and the new Financial Regulation:
Complements or Substitutes?

European Corporate Governance Institute
Monday, 25th October 2010
Bibliotheque Solvay, Brussels

A free all-day conference under the auspices of the Securities and Exchange Commission (SEC) and the European Commission, organised by the European Corporate Governance Institute, the Brookings Institution and Columbia Law School. The organisers are most grateful for the sponsorship of the 2010 Conference by PricewaterhouseCoopers (PwC).

Programme | Presentations | Video recording | Continuing Legal Education | List of Attendees| Background to the Dialogue
Programme
Some sessions (see below) qualify for Continuing Legal Education credits. Click here or menu item above for further details
A central theme in the outpouring of analysis on the causes of the global financial crisis is that large financial institutions created substantial amounts of systemic risk, which then was realized and nearly brought down the global financial system. Put in terms of corporate governance, two possibilities emerge. The management of large financial institutions were disloyal to their shareholders, the agents taking more risk than their principals desired, perhaps encouraged by highly incentivised compensation schemes. Alternatively, management loyally took on excessive risk, benefitting the shareholders and externalising the costs to the public. The first possibility suggests a corporate governance response in addition to reform of prudential regulation and resolution authority. The second possibility suggests greater emphasis on regulation, but with the possibility that the corporate governance system could be redesigned to internalise more systemic risk. What is the role of corporate governance in financial system reform? Are corporate governance and the new Financial Regulation complements or substitutes? If complements, how do we design their interaction?

08.30-09.00 Registration
09.00-09.15 Welcome
  Antonio Borges
Chairman
European Corporate Governance Institute
Antonio Borges, Chairman, European Corporate Governance Institute
Professor Ronald Gilson
Marc & Eva Stern Professor of Law and Business,  Columbia Law School
Charles J. Meyers Professor of Law and Business, Stanford Law School
ECGI Fellow
Professor Ronald Gilson, Marc & Eva Stern Professor of Law and Business, Columbia Law School, Charles J. Meyers Professor of Law and Business, Stanford Law School

Session 1 –Prevention
*NYS CLE: 1.5 credit hours, Areas of Professional Practice
This session will deal with issues like shareholder rights in financial institutions, conflicts of interest between shareholders, boards, conflicts of interest with bondholders, depositors and taxpayers, remuneration, gatekeepers, the "Volcker rule".

09.15-10.45 Does Debt Provide "Market Discipline" for Banks?
Professor Martin Hellwig
Director
Max Planck Institute for Research on Collective Goods
Corporate governance provisions of the Dodd-Frank Act
Professor John Coffee
Adolf A. Berle Professor of Law
Columbia Law School
Is Bank Governance Different?
Professor Patrick Bolton
Barbara and David Zalaznick Professor of Business
Columbia Business School
  Moderator
Claire Bury
Head of Unit, Company Law, Corporate Governance and Financial Crime
DG Internal Market & Services, European Commission
10.45-11.00 Coffee

Session 2 - Conference keynote speeches
*NYS CLE: 0.5 credit hours, Areas of Professional Practice
11.00-12.30 Keynote speakers
Michel Barnier
Commissioner for Internal Market and Services
European Commission

Troy A. Paredes
Commissioner
U.S. Securities and Exchange Commission

Introduced by Antonio Borges
Discussion panel of members of the European Corporate Governance Forum
chaired by Professor Ronald Gilson
Antonio Borges, Chairman, ECGI
David Devlin, Partner, PricewaterhouseCoopers, Dublin
Peter Montagnon, Senior Investment Adviser , Financial Reporting Council
 
12.30-14.00 Lunch

Session 3 - Early Intervention and Resolution
*Keynote speech: NYS CLE: 0.5 credit hours, Areas of Professional Practice Resolution Roundtable: NYS CLE: 1.5 credit hours, Areas of Professional Practice
This session will deal with "Living Wills", powers of regulators, automatic versus discretionary triggers, convertible debt and preferred stock, cross-border resolution. How does the FDIC normally operate? Why will the new US rules work better than before? How do the European rules compare to the US rules? What forms of early intervention in the corporate governance of financial institutions are foreseen? How much would be desirable? Are the rules compatible across the Atlantic? Are we able to perform cross-border resolution now, within the EU and across the Atlantic?

14.00-15.00 Keynote speech
 
  Christine M Cumming
First Vice President
Federal Reserve Bank of New York
  Introduced by Professor Marco Becht
Q&A moderated by
Professor Ronald Gilson
 
15.00-15.30 Coffee
15.30-16.45 Core resolution approaches
Professor Jeffrey Gordon
Alfred W. Bressler Professor of Law
Columbia Law School and ECGI Fellow
Professor Jeffrey Gordon, Alfred W. Bressler Professor of Law, Columbia Law School
  Banking resolution: lessons from economic theory
Professor Xavier Freixas
Professor
Universitat Pompeu Fabra, Barcelona
 
Moderator
Mario Nava
Head of Banking and Financial Conglomerates Unit
DG Internal Market & Services, European Commission

Session 4 – Summing up, Assessment and the Way Ahead

16.45-17.30 Jonathan Faull
Director General for Internal Market and Services
European Commission

Ethiopis Tafara
Director of the Office of International Affairs
United States Securities and Exchange Commission

Ethiopis Tafara, Director of the Office of International Affairs, United States Securities and Exchange Commission
  Moderated session

17.45-23.00
The 2010 TCGD Conference is being held in co-ordination with the 1st CONGRESS OF THE SOLVAY BRUSSELS SCHOOL OF ECONOMICS AND MANAGEMENT which takes place at SQUARE, Brussels Meeting Centre, Mont des Arts, Brussels from 17.45 - 23.00

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