Monthly Archives: April 2024

Prestige, Promotion, and Pay

Daniel Ferreria is a Professor of Finance at the London School of Economics and Political Science, and Radoslawa Nikolowa is an Associate Professor of Economics and Finance at Queen Mary University of London. This post is based on their article published in The Journal of Finance. Related research from the Program on Corporate Governance includes The Growth of Executive Pay by Lucian A. Bebchuk and Yaniv Grinstein; The CEO Pay Slice (discussed on the Forum here) by Lucian A. Bebchuk, Martijn Cremers, and Urs Peyer; and Paying for Long-Term Performance (discussed on the Forum here) by Lucian A. Bebchuk and Jesse M. Fried.

CEOs, corporate executives, managing directors in investment banking, and partners in law firms are all positions that are considered prestigious. They are also highly paid. This bundling of prestige and pay is a common feature in many high-level jobs. Specifically, in professional services firms, being promoted to managing director or partner usually results in an increase in both pay and prestige.

There are good reasons why prestigious jobs pay more. After all, we expect those promoted to top positions to be highly talented, and top talent is scarce. Still, since most people enjoy being promoted to a prestigious position, why do firms need to pay so much more to those at the top of hierarchies?

In Economics, the traditional framework for thinking about jobs with desirable (or undesirable) characteristics is the theory of compensating differentials. In The Wealth of Nations (Book X, Part I, 1776), Adam Smith writes: “Honour makes a great part of the reward of all honourable professions. In point of pecuniary gain, all things considered, they are generally under-recompensed.” According to this logic, employees should be willing to “pay” for desirable job characteristics by accepting lower financial compensation. Thus, all else constant, prestigious jobs should pay less. In the article “Prestige, Promotion, and Pay,” published in The Journal of Finance, we argue that when firms design internal careers to attract potential employees, prestigious jobs should pay more.

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Key Implications of SEC’s Climate-Related Disclosure Rules

Catherine M. Clarkin and C. Michelle Chen are Partners, and June M. Hu is Special Counsel at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Ms. Clarkin, Ms. Chen, Ms. Hu, Robert W. Downes, and Sarah P. Payne. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here) by Lucian A. Bebchuk and Roberto Tallarita; Does Enlightened Shareholder Value Add Value? (discussed on the Forum here) and Stakeholder Capitalism in the Time of COVID (discussed on the Forum here) both by Lucian A. Bebchuk, Kobi Kastiel, and Roberto Tallarita; and Restoration: The Role Stakeholder Governance Must Play in Recreating a Fair and Sustainable American Economy – A Reply to Professor Rock (discussed on the Forum here) by Leo E. Strine, Jr.

Summary

On March 6, 2024, the Securities and Exchange Commission (“SEC”) in a 3-to-2 vote[1] adopted its landmark climate-related disclosure rules (the “Final Rules”), which will significantly expand the climate-related information that U.S. public companies and foreign private issuers (other than Canadian issuers reporting on Form 40-F) will be required to disclose in their periodic reports and registration statements.[2] Our March 7, 2024 publication provided a high level summary of the Final Rules. This memorandum provides additional analysis of the Final Rules and their implications for public companies.

The Final Rules were adopted to provide investors “more complete and decision-useful information about the impacts of climate-related risks on registrants”.[3] After receiving a record 24,000 comment letters on its March 2022 proposed rulemaking (the “Proposed Rules”),[4] the SEC narrowed the Proposed Rules. Notably, the SEC qualified many disclosure requirements by materiality (including disclosures of Scope 1 and 2 greenhouse gas (“GHG”) emissions), eliminated the proposed Scope 3 emissions reporting requirements, and narrowed the proposed financial statement disclosures.

Nevertheless, the Final Rules still prescribe expansive climate-related disclosures that will meaningfully increase the cost, compliance challenges and liability exposure associated with public reporting. Key implications of the Final Rules for public companies include:

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