Congrats go out to my friend and law school classmate Charles Elson, who is now director of the the John L. Weinberg Center for Corporate Governance at the University of Delaware and one of the nation's leading experts on boards of directors and corporate governance, for scoring a full-length interview by the NY Times business section. Money quote:
"Disclosure is like aspirin; it can make you feel a little better, but it can't even cure the common cold," he said. "The fact is, a board that overpays the C.E.O. is in all probability not minding the store on other issues, either."
There's a subtle difference, by the way, between Elson's aspirin analogy and the chicken soup one Larry Ribstein uses. Aspirin actually does work. Whether the SEC's proposed new compensation disclosures will prove to be aspirin, chicken soup, or fugu remains to be seen. Personally, however, I'm not convinced that therapy by disclosure is a good idea, even if it does work.
