Professor Roman L. Weil

This session will cover what journalists should know about requirements for financial literacy by corporate board members. The purpose of the income statement is not to report income; once you understand this, you’ll have mastered the basics. Topics will include controversies over revenue recognition; the single most important understanding about cash flow analysis; how some lie with accounting statistics; the convergence of US GAAP with International Financial Reporting Standards (IFRS); the important measure of income that journalists hide from their readers; and wreaking havoc with executory contracts.

Corporate Finance

Professor F. Daniel Siciliano

This session will evaluate and deconstruct the key issues of corporate finance that confront directors and review how managers should make investment decisions and what tools capable directors (and journalists) might use to study and evaluate those decisions. Topics include simple and complex discounting, cash flow analysis; free cash flows, and the incorporation of probability analysis in investment decisions. The discussion will include the role of the cost of capital, how to measure the cost of capital, and how directors (and others) might think more clearly about risky projects.

Founder Board Control: Dual Class Shares and other Voting Rights Structures

Evan Epstein

Dual-class share structures used to be rare in the US and confined
largely to family-run businesses or media companies, such as NYT or
WSJ, where they could be justified as protecting the company’s
editorial independence. Google bucked convention when, in 2004, it
adopted the dual-class structure for its I.P.O. Since then, most tech
companies have gone public with dual class share structures, including
LinkedIn, Groupon, Zynga, Facebook, Box, GoPro, Square, etc. The
latest crop of “unicorns” have also adopted this structure, with some
data indicating that 9 out of the 10 most highly valued U.S. unicorns
have instituted “supervoting” shares. This presentation will discuss
the corporate governance implications of this control structure and
other voting right structures, relevant both for private and public

The Corruption Business

Professor Joseph A. Grundfest

Corruption is big business. This session explores corruption primarily through the lens of US enforcement activity, and its implications for corporate governance. The Foreign Corrupt Practices Act serves as a focal point for this inquiry, as does the Justice Department’s new policy on cooperation which seeks to induce
corporations to self-investigate and self-report instances of corruption, and then to turn over evidence sufficient to implicate individual employees implicated in the wrongdoing. The recent criminal prosecutions of municipal officials in Ramapo has not been widely covered in the press, and could herald a potentially significant new front in the battle against corruption, with intriguing political implications. The Panama Papers and the debate over confidentiality in corporate chartering at the state level, particularly in Delaware, fuel further controversy, and raise the question of whether the US legal regime can help conceal ill-gotten gains.


CEO and Exec Comp: How Much is Too Much?

Professor Paul Oyer

Description: CEOs and other top executives make headlines regularly through their eye-popping compensation packages. But does that mean the system is broken? Can basic finance and economics justify paying a top executive tens of millions of dollars per year for just doing his or her job? This session will consider the evidence from both angles. Many analysts think the system is broken and rigged. But some economists and others justify observed executive pay levels as being in the best interests of shareholders and the economy overall. The session will show that this is not as simple a question as many think, that both sides are right in many cases, and that it is too simplistic to look for a one-word answer to “Are CEOs Overpaid?”.