This essay argues that regulatory reforms introduced by the Dodd-Frank Act of 2010 in the area of executive compensation have not yet achieved their purpose of linking executive pay with company performance. The rule on shareholder say-on-pay appears to have had limited success over the five...

This Article analyzes the impact of the introduction of U.S.-style antitrust settlement procedures in EU law, which occurred in 2004 as part of an ambitious antitrust modernization program. After documenting the absence of a settlement tradition in EU law and the legal systems of individual EU...

Corporations cannot exist without workers, yet workers are not part of the formal or informal governance structures established by U.S. corporate law. Commentators and policymakers have bemoaned this state of affairs for decades, to little avail. Since the mid-2010s, however, a concept related...

This translation was solicited and produced by the Securities Law Review (China). Original article: George S. Georgiev, Too Big to Disclose: Firm Size and Materiality Blindspots in Securities Regulation, 64 UCLA L. Rev. 602 (2017), https://ssrn.com/abstract=2894538. Original article abstract:...

The SEC released its long-awaited Climate Disclosure Proposal on March 21, 2022. The Proposal is expansive, the stakes are high, and, predictably, various critical arguments are being advanced in preparation for a potential court challenge. A close review of the Proposal, however, suggests that...

This Article focuses on capital market efficiency as an often-downplayed legal rationale for mandating corporate climate disclosure, and explores it alongside the notion of investor demand, which has assumed a prominent and, increasingly, contested role in debates on climate disclosure. Because...

This Comment Letter, signed by 30 securities law scholars, responds to the SEC’s request for comment on its March 2022 proposed rules for the “Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Proposal”). The letter focuses on a single...

This Article suggests that the public company regulatory category, as currently constructed, has outlived its effectiveness in fulfilling core goals of the modern administrative state. Even though much of federal securities regulation hinges on a firm’s status as a public company, “public...