The Misdirection of Current Corporate Governance Proposals

Abstract

This written testimony accompanied Professor J.W. Verret's oral testimony before the Senate Committee on Banking, Housing, and Urban Development. This testimony argues that corporate governance reforms under consideration in the Senate, including the Shareholder Bill of Rights, will work to limit shareholder choice in corporate elections and risk undermining the role of states in corporate governance.

Keywords: corporate law, executive compensation, Delaware, Fannie Mae, Freddie Mac, mark-to-market accounting, Proxy Access, SEC, TARP, Wall Street

JEL Classification: G30, G34, G38