Subject: File No.
From: Steve C Gold
Affiliation: Professor of Law, Rutgers Law School (for identification purposes only)

March 21, 2017

I urge the Commission to retain the requirement for prompt compliance with the pay ratio disclosure provision of the Dodd-Frank Act. As noted in the solicitation for comments, the disclosure is required by statute. A reasonable period for compliance has been allowed. To allow further delay would amount to a deliberate failure to implement duly enacted law.

The disclosure requirement is simply that: a requirement to disclose information. Of itself it imposes no costly changes in public companies' method of doing business. Nor does it require corporations to reduce their CEOs' compensation or increase the median pay of employees. Nor does it impose any consequences as a result of the ratio disclosed.

As a result, this requirement is freedom-enhancing. It enables consumers and investors to decide for themselves whether and how to respond to the ratios disclosed. Some might choose to support companies with relatively high ratios, others to support companies with relatively low ratios.

Doubtless, the officers and directors of some public corporations would prefer to avoid this disclosure if they could. Doubtless, some corporations and interest groups will respond to the Commission's invitation by asserting that various difficulties -- real or concocted -- preclude timely compliance.

The Commission should examine such claims carefully and skeptically. To the extent that the Commission concludes that any such claims are valid, the appropriate response would not be to delay (perhaps indefinitely) implementation of the statutory requirement. The Commission could require timely compliance and announce an enforcement policy that would tolerate the disclosure of estimated amounts provided that the reporting corporation accompanied the estimate with a reasonable explanation for its inability to report an accurate ratio, a complete description of the factors contributing to the uncertainty of the reported ratio, and a fair assessment of the approximate magnitude and direction of the uncertainty. Even that much relaxation of the requirement may not be justified. But certainly the Commission should do no more.

Respectfully submitted,

Steve C. Gold