William Michael Treanor

Bio: William Michael Treanor is an academic researcher. The author has contributed to research in topics: Corporate law & Corporate governance. The author has an hindex of 2, co-authored 2 publications receiving 8 citations.

The A.A. Sommer, JR. Annual Lecture On Corporate Securities & Financial Law: Post-Enron America: An SEC Perspective

Abstract: WELCOMING REMARKS DEAN TREANOR: Good evening, everyone. My name is Bill Treanor. I am the Dean of Fordham Law School, and I would like to welcome you. This is, as you know, the Third Annual A.A. Sommer, Jr. Corporate Securities & Financial Law Lecture. I can tell you, as the Dean of the Law School for four months, I am very aware of what a busy place this is and that this lecture hall is in use virtually every night. But tonight's event stands out. Tonight's event is a moment of great distinction, and I, like the rest of you, am very excited to be here tonight. Our lecturer is, of course, Harvey Goldschmid, Commissioner of the Securities and Exchange Commission ("SEC"), and it is a real privilege to have Commissioner Goldschmid speak to us tonight. He is a giant in legal academia. He is an award-winning law professor. At the SEC he is at the very heart of the securities world, and it is a privilege for us to have him here tonight. I would like to acknowledge the law firm of Morgan, Lewis & Bockius ("Morgan Lewis") for its role in tonight's events. The firm has been extraordinarily helpful to the Law School. Through its support, we have started a Corporate Securities and Financial Law Center that is now really taking off under the directorship of Professor Jill Fisch. It is one of the most exciting developments at the Law School in my tenure as a faculty member and now as Dean, and I am grateful to the firm for its support, and I am particularly grateful for its generosity in supporting the lecture. This again is our third annual A.A. Sommer, Jr. Lecture. It has become in a very short period of time one of the most central contributions to the academic world that the Law School makes. It is a tribute to A.A. Sommer, Jr., who was a giant in the field of securities law. As Commissioner Goldschmid was saying to me earlier tonight, this lecture series is really a very fitting tribute to him. Tonight we are joined by Mr. Sommer's widow, Starr Sommer, and his daughter, Susie Futter. We are delighted that you are here tonight, and we are delighted that we could pay tribute to A.A. Sommer, Jr. I am now going to turn matters over to one of our most distinguished alumni, John F.X. Peloso, Fordham class of 1960 and also one of the great resources of our Corporate Center. Through his energy and commitment, it has really taken off, and he is also one of the great stars of our adjunct faculty. We appreciate here at the Law School his loyalty, his commitment, and his vision. The Corporate Center, I think, is going to become a major player in the world of corporate law and the world of securities law. It is going to be and has become a real brain trust. So thank you, John, for helping make it possible. John is currently Senior Counsel in the New York office of Morgan Lewis. He is a renowned trial lawyer whose career has been dedicated to the many aspects of securities litigation. Following graduation from our Law School, where he was managing editor of the Fordham Law Review, he served as law clerk to Judge McGowan of the U.S. District Court for the Southern District of New York. From 1961 to 1965 he served as an Assistant U.S. Attorney in the Southern District of New York, and from 1970 to 1975 he was chief trial counsel for the New York Regional Office of the Securities and Exchange Commission. He has been a leader of the organized bar, holding important positions in the Business Law and Litigation Sections of the American Bar Association. He is presently on the panel of arbitrators for the New York Stock Exchange, the National Association of Securities Dealers, and is a distinguished neutral of the CPR Institute for Dispute Resolution. As I said, John Peloso is currently Senior Counsel at Morgan Lewis, and he was originally brought to the firm by A.A. Sommer, Jr. So it is very appropriate that I now turn matters over to him. PROFESSOR PELOSO: Thank you, Dean Treanor. …

Corporate Governance Issues

Abstract: PROFESSOR RECHTSCHAFFEN: We are very honored to have Secretary Peterson here. I am particularly honored to have Dean Treanor with us today, the Dean of my Law School, the Dean of the Law School where I went, the Dean of the Law School where I teach. he is going to introduce the rest of the program on corporate governance, including the panel with secretary Peterson and Governor Bies's keynote address. With that, I turn it over to the Dean of the Fordham University School of Law, Dean William Treanor. DEAN TREANOR: Thanks very much, Professor Rechtschaffen. Welcome, on behalf of the entire Law School community. I am here to welcome you to the International Symposium on Risk Management and Derivatives, which addresses the critical issues of corporate governance and responsibility. I would like to thank all the distinguished panelists that we have today. If you look at the program brochure, it is a remarkable group. It is a congregation of people who are outstanding leaders in the field. I would also like to extend a special welcome to the Symposium's keynote speaker, Governor Susan Schmidt Bies of the Federal Reserve System. Thank you very much for coming. And I would like to recognize the chairs of the Symposium's various panels: Professor Steven Raymar of the Fordham School of Business-thank you for chairing a panel, Professor Raymar; the Honorable Peter Peterson, Chair of the Blackstone Group and Chair of the Federal Reserve Bank of New York, who will be presiding over this panel; and Howard Rubenstein, President of Rubenstein Associates, Inc. In addition, I would like to thank Professor Carl Felsenfeld of our faculty, who directs the Fordham Institute on Law and Financial Services; Professor Jill Fisch, who directs the Fordham Center for Corporate, Securities, and Financial Law; and especially Professor Alan Rechtschaffen, who is the Symposium Chair and a member of our adjunct faculty. He originally envisioned the need for a conference like this seven years ago and has worked tirelessly since then to make this vision a reality. The topics addressed by our distinguished panelists include accounting, corporate governance, and public relations, areas which have always been fundamental to the world of business and the world beyond. Today, as we all know, these topics are more important than ever, as the securities industry tries to bolster investor confidence in a system that has recently been under siege from without and from within. The issues which our panelists address today are equally important both to the financial industry and to the average citizen. Never before in our nation's history have so many members of the public been so invested in capital markets, and perhaps not since the Great Depression have so many individuals lost as much trust in the ability of the corporate and financial world to keep its own house in order. The dialogue that is presented today is an important step in addressing the critical issues that will continue to challenge the business community in the days and years to come. Again, I thank all of you for sharing your time and your talent on these issues of national significance, and I wish you a very successful Symposium. Now I would like to introduce the panel on corporate governance issues. The Panel Chair is the Honorable Peter Peterson, who is one of the best-known and most influential leaders in the business community of our time. In addition to currently serving as Chair of the Federal Reserve Bank of New York, he is also Chair of the Blackstone Group, a private investment firm, which he co-founded in 1985, and a Director of Sirius Satellite Radio. Mr. Peterson served as Chairman and CEO of Lehman Brothers from 1973-1977, and after the merger with Kuhn, Loeb served as Chairman and CEO of Lehman Brothers, Kuhn, Loeb until 1984. Mr. Peterson is currently Chair of the Council on Foreign Relations and he is Founding Chairman of the Institute for International Economics. …

Beyond Agency Theory, a Post-crisis View of Corporate Law

Abstract: For decades, managers' powers and their freedom to make strategic decisions were taken for granted in the field of corporate governance. The present crisis has revealed that their managerial latitude is in reality much weaker than thought. The growing influence of shareholders has undermined the historical and professional legitimacy of managers, who are now viewed as 'agents' controlled by 'principals'. This paper makes two contributions. First, we hold that the crisis is not a purely economic or financial crisis but a fundamental crisis of management, with its function of regulating the relationship between the firm and society. Second, we show that this crisis is rooted in law, since corporate law does not actually protect the autonomy of management. Until now, management theory has underestimated the role of law in the evolutions of corporate governance; we argue that management research needs to open its boundaries and specifically to re-examine corporate law. We suggest new governance rules to ensure managers have the latitude to organize collective creation processes in a way that is both efficient and legitimate. And we discuss some avenues for reflecting on a postcrisis business law.

Perceptions of the Effect of Sarbanes-Oxley on Earnings Management Practices

Abstract: A key objective of the Sarbanes-Oxley Act (SOA) was the restoration of public confidence in the integrity of audited financial statements. One section of SOA (Section 302) requires the chief executive officer(s) and the principal financial officer(s) to certify in each quarterly or annual report filed with the Securities Exchange Commission (SEC) that the financial statements fairly present the financial condition and results of operations for the periods presented in the reports. An important distinction is that the SEC explicitly states that fair presentation is not limited to a reference that the statements have been presented in accordance with generally accepted accounting principles (GAAP). As such, it would follow that this aspect of SOA would place a higher standard of quality on the financial information than in the past and that GAAP can no longer be used as a safe harbor defense for earnings management practices. I surveyed CFOs of the Fortune 500 firms and audit partners for the thirty-three largest audit firms by revenue as to whether they perceived that SOA significantly reduced various earnings management practices in audited financial statements in general. The results suggest that the respondents perceived that SOA reduced earnings management in only four of fifteen cases, and as such, contribute to the body of survey research involving earnings management.

Examining the Examiners: SEC Error Detection Rates and Human Capital Allocation

Abstract: The ability to detect misreporting is an important aspect of financial reporting regulation. I derive a measure of SEC error detection rates using information from comment letter reviews. Conditional on the SEC issuing a comment letter, I find that the review team detects an error resulting in a restatement in 4.6 percent of cases, while firms eventually restate financial reports for 13.6 percent of periods under review. My measure of SEC error detection rates is the ratio of reviews that detect an error to total reviews that could have detected an error. I document a positive association between detection rates and review team size. Using a novel approach to identify examiner characteristics, I show that this association is driven by the number of accountants on the review team. I find an economically insignificant association between individual examiner performance and economic or career incentives.

Corporate Governance and Financial Reporting in the Nigerian Banking Sector: An Emperical Study

Abstract: The objective of corporate governance in the strategic management of the banking industry in Nigeria is to ensure hearth financial system and economic development .This study therefore discusses the corporate governance and financial reporting in the banking institutions in Nigeria, This study was embarked upon to explore the intricacies of corporate governance and financial reporting issues in the banking industry. A total of 133copies of questionnaires were distributed. The respondents consist of regulatory institution, bank employees and bank customers. The data collected were presented in frequency, tables and analysed using Statistical Package for Social Sciences. The study revealed that the relatively stronger Nigerian banking industry is faced with diverse ethical issues despite the reformative consolidation exercise and although codes and standards guiding sound governance and ethical reporting have gone a long way in salvaging the banking profession, it may not be adequate to face the new ethical challenges in post-consolidation, especially in the absence of an adequately equipped system of supervision. The recommendations highlighted by this study may be summarized into a singular action plan, which entails the unification of ethical regulations and introduction of legal enforcement to ensure compliance in governance and its consequent reporting.