Dodd Frank Act Case Study

Compensation systems can take on many forms, all of which have positives and negatives related to it. However, certain components are noted to be determinants of solid compensation plans. One agreement of a solid compensation system is the use of incentives. “Clearly a successful companies set objectives that will provide incentives to increase profitability” (Needles & Powers, 2011). Incentive bonuses should be measures that the company finds important to long-term growth. According to Needles & Powers (2011) the most successful companies long term focused on profitability measures. For large for-profit firms, compensation programs should offer stock options. The interweaving between the market value of a company’s stock and company’s performance both motivate and increase compensation to employees As the market value of the stock goes up, the difference between the option price and the market price grows, which increases the amount of compensation” (Needles & Powers, 2011). Conclusively, a compensation plan should serve all stakeholders, be simple, group employees properly, reflect company culture and values, and be flexible (Davis & Hardy, 1999; The Basics of a Compensation Program).

7. Option compensation will continue to be a critical component of compensation for executives as it simplistically aligns the executives’ pay to shareholder value in its simplest sense. I don’t believe that options compensation is the primary driver of behavior when things shift from the legal to the illegal. As with most senior executives in industry, ego is a huge driver in individual behavior. Compensation is important, but the recognition of your performance is sometimes even more important. We have created a performance driven culture without the necessary control framework for people to operate within. One minute you are doing a great job, the next you have crossed an imaginary line. The frameworks don’t do enough to quantify behavior as legal and illegal leaving inconsistent rules for organizations to operate within. How does Enron compare to the subprime mortgage debacle, or to Steve Jobs backdating options. There remains too much room for interpretation.

Dodd-Frank is the latest financial reform passed by Congress, and by far the most extensive. According to Amadeo, Dodd-Frank is “the most comprehensive reform since the Glass-Steagall Act of 1933” (2012, para.1). The goals of Dodd-Frank are to implement consumer protections, end bailouts with tax payer money, create a council to identify risks, eliminate loopholes for risky behavior, implement say on pay for executives, protect investors, and enforce strict regulations on Wall Street (House of Representatives, n.d.). Dodd-Frank lacks clarity and is lengthy, running over 1,000 pages long (New York, 2012). In many cases, Dodd-Frank does not contain explicit rules, but instead creates an outline whereby financial oversight agencies have been charged with conducting research and writing and implementing the rules.

In order to ensure effective regulation, the Sarbanes-Oxley legislation contains eleven sections that describe responsibilities of corporate boards (Engel, Hayes, & Wang, 2007). In case these responsibilities are not performed, criminal penalties are applied. The need for stricter financial governance laws created the global trend and such countries as Canada, Germany, France, Australia, Israel, Turkey and others also enacted the same type of regulations (Damianides, 2005). Today, the Sarbanes-Oxley legislation continues to play a fundamental role in the process of protecting the rights of investors and supporting a high level of investment attractiveness of the United States and companies that operate in the country. That is why this particular legislation can be considered as extremely benefiting for the national economy as well as investors.

According to Martocchio (2016), there are two groups of employees recognized by the Internal Revenue Service (IRS), namely, executive employees and non-executive employees. The unique element that distinguishes the executive compensation from non-executive packages is the emphasis on long-term rewards over short-term rewards. Although the Dodd-Frank Act focuses chiefly on overhauling the U.S. financial regulatory system, it contains several provisions that apply to setting executive compensation. The Say-On-Pay provision requires organizations to avail a resolution to shareholders that requires them to endorse, in a non-binding advisory vote, the remuneration of the entity’s named executive officers (Bainbridge, 2010). Then, to the extent that any “golden parachute”-related compensation is not approved as part of the Say-On-Pay vote, the Act

The Federal Reserve made emergency loans to the big companies in order to prevent large banks from failing when their investors frightened. With the stock market crashing, on October 3, 2008, President George Bush signed the Troubled Asset Relief Program into law. TARP used 250 billion dollars of federal money to “bail out” the banks, and later automakers including General Electric. Government-working accountants reviewed large Wall Street banks’ balance sheets and disclosed to the public which were sound in order to instill more confidence within investors.

Sarbanes-Oxley only indirectly addresses the problem of the inclusion of executive compensation in financial statements. Title I, Section 108 of the Act requires audits to follow generally accepted accounting practices for the preparation of corporate financial statements. It makes no judgment as to the treatment of options by corporate auditors. This leaves it to the newly created Oversight Board to determine what standards are acceptable in the treatment of options. As noted by Mr. Buffett, supra, this leaves open the loopholes created by the 1994 Securities Act. There is no requirement that corporations accurately reflect executive compensation as an expense on their financial reports. Thus, it is still possible that earnings statements by corporations remain 3-5% higher than actual corporate earnings, even with the enactment of Sarbanes-Oxley. This can become problematic, as shareholders will not have accurate information upon which they can act to ensure accountability in their Boards of Directors. C.f., In re Walt Disney Co. Derivative Litigation (where shareholders challenged compensation programs awarding astounding amounts of money to Michael Ovitz as part of a "golden parachute").

The economic downfall of 2008 illustrates the impact of unbridled corporate pay structures on our economy. Securities fraud, committed as a result of incentive packages offered to executives to create quick profits, had a detrimental effect on the overall economy. As observed during the Bank and Loan bust of 1989, CEOs take greater risks when offered stock options in their compensation packages. The 2008 Financial crisis, sparked by subprime mortgage market and hedge funds, was driven by banking executives making short term risks that served detrimental to stockholders in the long run. Furthermore, many compensation packages offered Golden Parachute clauses with no claw backs to both performing and underperforming executives.

I agree with the advisory votes provision of the Dodd-Frank Act, because it serves as a valuable means of gauging the pulse of the collective shareholders’ interests. Since executive compensation is an important tool intended to align the interests of both the corporation and the shareholders, a system of assessing the shareholders’ interests is necessary – without it, the shareholders’ interests are in many ways left to speculation. Given the varied geographical locations of the shareholders and the regulations governing their ability to interact with one another, the advisory votes mandate affords the shareholders a collective voice and provides the board of directors with valuable feedback.

Generally, under-performing companies are the prime targets of hostile takeovers, so it makes sense that aligning shareholder and executive goals is a major way to avoid that. One popular way of aligning these goals is through the use of elaborate, structured compensation plans for executives which directly tie an executive’s salary to the performance of the company, usually and specifically its stock price (Megginson & Smart, 2009). These compensation plans have become the norm for American corporations, and their effectiveness in solving the agency problem is debatable. On one hand, it should drive an executive to strive to maximize the shareholder wealth, and it also helps companies to attract and retain the best available managers. On the other hand, it serves to sometimes wildly inflate the compensation paid to these executives, either by corporations trying to stay competitive for the best talent, or through easily achievable goals and uncapped maximums. The structured plans, if done correctly, are an effective way to help insure the goal of wealth maximization, but they are also by definition agency costs. Hence, agency problems are inherent to our American corporate system.

A process which helps one to dig deep about an admirable subject matter broadens one's thinking and understanding of the subject and fluency of language and terminology used in this respected field. I took part of this process of developing and understanding a subject matter, and felt very rewarding. This process started as an overwhelming work to something I enjoy experiencing.

Sarbanes-Oxley is an Act that was enacted in 2002. The enactment was undertaken by the United States Congress thus making it a federal law. In addition, this Act was supported by Michael Oxley and Paul Sarbanes, represents a gigantic change to government securities law (Franzel, 2014). The motivation behind the enactment was to ensure that there was a legal framework that could help deal with the increased number of major corporate and accounting scandals that had been witnessed in the United States. Various sections of this bill are concerned with the roles and responsibilities that have to be played by the board of directors.

Executive Compensation is typically structured to incentivize executives to achieve company performance consistent with increases in shareholder value. As a result, a majority of executive pay is contingent on performance. If the company or the executive fails to perform, the pay may never be received. Corporate Governance is the system of principles and processes by which a corporation is managed that defines the relationships among the board, shareholders, management and other stakeholders in a manner designed to promote long-term growth in share price. Specific to executive compensation, the Center believes that a board-centric approach to corporate governance is best and that consistent with that approach, best practices should ensure that compensation decisions are aligned with the best interests of shareholders and other

From my assessment the possibility for you to consent to a state government as well as a national government is futile. Although the state and national have separate powers, they are capable of challenging each other. Texas is constantly disputing the federal government rules as a consequence; one would have to pick a side. To avoid a financial crisis, in 2010, the Dodd-Frank Act was passed, which meant they could liquidate from large financial institutions in Texas. A lawsuit was filed by Texas Attorney General Greg Abbott due to it, allowing unelected officials’ power over Texas funds without approval. Each having convincing reasoning behind their decisions, one could not comply with both sides considering you are either persuaded by the

A recent study by Xue Wang (Emory University) tackles how SOX has affected the compensation and turnover rates of CFOs.   They play a critical role in developing firms’ financial reporting and making voluntary disclosure decisions.   Moreover, CFOs are ultimately responsible for the quality of internal control systems.   The study provides some important insights about the impact of SOX on the executive labor market.   It shows that requiring more disclosure of information about a firm’s internal controls provides some positive benefits with respect to corporate governance, in this case making it easier for boards to monitor the activities of CFOs.   In comparing and contrasting firms with strong internal controls received an increase in salary, bonus, and total compensation in the post-SOX time periods.   In contrast, CFOs of corporations reporting a problem with their internal controls incurred a significant reduction in their compensation packages.   With respect to CFO turnover, Wang did find that CFO turnover rates generally increased form the pre- to post-SOX period.