The S.E.C. intended to strengthen disclosure mandates originally passed in 1992. The idea then as now was that greater disclosure was needed in an area rife with potential conflict of interest - how much top officers get paid - in order to encourage better oversight of those practices, and restore discipline to CEO pay. Since passage of those rules, CEO pay has skyrocketed and coincides with a period that is widely acknowledged as one of dramatically increasing board influence.

Has CEO pay grown largely for reasons that include complacency, corruption, or conspiracy? What if the rise is better explained by competition for CEO talent, or the growing value of leading increasingly complex organizations, or as fair compensation the increased risks and demands (not to mention scrutiny) of the top job in a major public firm? Any of these alternatives would imply that the overall level of CEO pay would not be much affected by additional disclosure.

Even if the new rules don’t actually reduce CEO pay, isn’t more disclosure better anyway? Not if the new disclosures materially raises the net cost of corporate governance, or distort decisions about CEO pay in ways that are harmful to the shareholders.

The S.E.C. has been looking at the impact, or lack thereof, of the new rules. This program will step back and review the assumptions behind these rules, and the evidence of their benefits against their cost to the shareholders in management time, legal fees and distortions in executive compensation.

**This event will be held at a new location: The Cornell Club