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Author: Lucian A. Bebchuk Publisher: Harvard University Press ISBN: 9780674020634 Category : Business & Economics Languages : en Pages : 308
Book Description
The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.
Author: Lucian A. Bebchuk Publisher: Harvard University Press ISBN: 9780674020634 Category : Business & Economics Languages : en Pages : 308
Book Description
The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.
Author: Benjamin Hermalin Publisher: Elsevier ISBN: 0444635408 Category : Business & Economics Languages : en Pages : 762
Book Description
The Handbook of the Economics of Corporate Governance, Volume One, covers all issues important to economists. It is organized around fundamental principles, whereas multidisciplinary books on corporate governance often concentrate on specific topics. Specific topics include Relevant Theory and Methods, Organizational Economic Models as They Pertain to Governance, Managerial Career Concerns, Assessment & Monitoring, and Signal Jamming, The Institutions and Practice of Governance, The Law and Economics of Governance, Takeovers, Buyouts, and the Market for Control, Executive Compensation, Dominant Shareholders, and more. Providing excellent overviews and summaries of extant research, this book presents advanced students in graduate programs with details and perspectives that other books overlook. - Concentrates on underlying principles that change little, even as the empirical literature moves on - Helps readers see corporate governance systems as interrelated or even intertwined external (country-level) and internal (firm-level) forces - Reviews the methodological tools of the field (theory and empirical), the most relevant models, and the field's substantive findings, all of which help point the way forward
Author: Jennifer Carpenter Publisher: Springer Science & Business Media ISBN: 1475751923 Category : Business & Economics Languages : en Pages : 159
Book Description
Executive compensation has gained widespread public attention in recent years, with the pay of top U.S. executives reaching unprecedented levels compared either with past levels, with the remuneration of top executives in other countries, or with the wages and salaries of typical employees. The extraordinary levels of executive compensation have been achieved at a time when U.S. public companies have realized substantial gains in stock market value. Many have cited this as evidence that U.S. executive compensation works well, rewarding managers who make difficult decisions that lead to higher shareholder values, while others have argued that the overly generous salaries and benefits bear little relation to company performance. Recent conceptual and empirical research permits for the first time a truly rigorous debate on these and related issues, which is the subject of this volume.
Author: Matthias Kiefer Publisher: Matthias Kiefer ISBN: Category : Education Languages : en Pages : 262
Book Description
I investigate whether equity grants increase the costs of CEO dismissal or departure (Oyer, 2004; Almazan and Suarez, 2003). I argue that costs of dismissal are increased because equity grants become exercisable upon forced departure. Equity grants can increase the costs of leaving because voluntarily departing CEOs forfeit equity compensation upon departure. I follow Rajgopal, Shevlin and Zamora (2006) in linking CEO equity compensation to a measure of labor market competition in a sample of S&P1500 companies from 1996 to 2010. I find that the intensity of labor market competition measured by a Herfindahl-Hirschman Index across industries and states affects equity grants and that the correlation is reversed in the penultimate year of forced CEO departure. This is consistent with the view that CEOs are concerned about being replaced in competitive labor markets and therefore demand more compensation that converts into severance pay. Conversely, when a dismissal is anticipated, I argue that CEOs are concerned about finding new employment and are then insured against a lack of outside opportunities. In addition, I conduct an empirical investigation of the relationship between stock options, restricted stock grants and other long-term compensation between 2001 and 2006. I argue that the Sarbanes-Oxley Act did not increase managerial accountability (see for example Cohen, Dey and Lys, 2005) and that new accounting rules did not increase accounting costs of stock options (see for example Hayes, Lemmon and Qiu, 2012). Instead, I suggest that the effective prohibition of executive loans from firms and brokers made it prohibitively costly for CEOs to exercise stock options. I find that stock options began to be replaced with other long-term compensation as early as 2004. CEOs began to accumulate vested but unexercised stock options. I do not find evidence that CEOs sold vested stock to raise funds.In the final empirical chapter, I consider whether a Herfindahl-Hirschman Index across industries and states can be interpreted as a proxy for labor market competition. Aggarwal and Samwick (1999) argue that it is product market competition that affects CEO equity grants. My results are consistent with Rajgopal, Shevlin and Zamora (2006) who do not find evidence that product market competition has any significant impact on equity grants. Instead, I find that labor market competition retains a significant and positive impact in our tests, and notably holds for the largest single product market. The principal limitations of the project were found to be the difficulty of collecting data of intended turnover and classifying it into forced and voluntary turnover. With respect to loans to executives, loans by brokers are usually not disclosed. This study is the first to analyze equity compensation as severance arrangement. CEO cash constraints in exercising options is an unexplored explanation for their disappearance.
Author: Steffen Florian Burkert Publisher: BoD – Books on Demand ISBN: 3947095104 Category : Business & Economics Languages : en Pages : 233
Book Description
Top managers have a significant impact on organizations because they are responsible for the formulation and implementation of corporate strategies, have the visibility and influence to shape the opinions of internal and external stakeholders, and coin the culture of their organizations, affecting employees at every level of the organization. Research has focused on the drivers and consequences of top managers' actions, with a particular focus on executive compensation, but important questions remain unanswered. This dissertation contributes to the literature on top executives by examining the antecedents of executive compensation, the influence of executive compensation on executive behavior, and the interplay of executive compensation and top executive personality. The first study introduces the role of compensation benchmarking for determining executive compensation to the management literature. It finds that benchmarking leads to compensation convergence. The second study examines the impact of executive compensation complexity on firm performance. The results show that compensation complexity is negatively related to accounting-based, market-based, and ESG-based metric of firm performance. The third study explores the implications of relative performance evaluation (RPE) on the imitation behavior of firms. It finds that the introduction of RPE is positively related to the imitation of the strategic actions of peer firms. The fourth study contributes to the growing literature on the impact of corporate social performance (CSP) goals in CEO contracts. Specifically, it examines how and when CSP incentives influence the CEO's attention to corporate social responsibility topics. The final essay examines the role of CEO personality; it finds that differences in CEO personality explain differences in the level of strategic conformity. Taken together, the essays in this dissertation make a significant contribution to the scholarly discourse on the influence of top managers on their companies. The empirical evidence presented expands the current understanding of how top executives affect strategic firm behaviors, and it provides insights for policymakers, managers, and investors.
Author: Robert Gibbons Publisher: Princeton University Press ISBN: 0691132798 Category : Business & Economics Languages : en Pages : 1248
Book Description
(E-book available via MyiLibrary) In even the most market-oriented economies, most economic transactions occur not in markets but inside managed organizations, particularly business firms. Organizational economics seeks to understand the nature and workings of such organizations and their impact on economic performance. The Handbook of Organizational Economics surveys the major theories, evidence, and methods used in the field. It displays the breadth of topics in organizational economics, including the roles of individuals and groups in organizations, organizational structures and processes, the boundaries of the firm, contracts between and within firms, and more.
Author: Güler Aras Publisher: CRC Press ISBN: 1317187962 Category : Business & Economics Languages : en Pages : 716
Book Description
The current economic situation has highlighted deficiencies in corporate governance while also showing the importance of stakeholder relations. It has also raised the profile of the debates regarding corporate social responsibility and shown the inter-relationship with governance. And the two together are essential for sustainable business. The social and environmental contexts of business are generally considered to be as significant as the economic and financial contexts and good governance will address all of these aspects. The combination of these aspects offers long term benefits for a firm, such as reducing risk and attracting new investors, shareholders and more equity as well as sustainable performance. Written by experts from all over the world, A Handbook of Corporate Governance and Social Responsibility is the most authoritative single-volume guide to the relationship between good governance and social responsibility and the reality of managing both. In addition to the theory and practice of governance and CSR, the book includes case studies from large and small organizations and NGOs to highlight examples of good and bad practice, and to show international and cultural similarities and differences while at the same time furthering the debate regarding the relationship between good governance and social responsibility.
Author: Sydney Finkelstein Publisher: Strategic Management ISBN: 0195162072 Category : Business & Economics Languages : en Pages : 480
Book Description
This book integrates and assesses the vast and rapidly growing literature on strategic leadership, which is the study of top executives and their effects on organizations. The basic premise is that in order to understand why organizations do the things they do, or perform the way they do, we need to deeply comprehend the people at the top-- their experiences, abilities, values, social connections, aspirations, and other human features. The actions--or inactions--of a relatively small number of key people at the apex of an organization can dramatically affect organizational outcomes. The scope of strategic leadership includes individual executives, especially chief executive officers (CEOs), groups of executives (top management teams, or TMTs); and governing bodies (particularly boards of directors). Accordingly, the book addresses an array of topics regarding CEOs (e.g., values, personality, motives, demography, succession, and compensation); TMTs (including composition, processes, and dynamics); and boards of directors (why boards look and behave the way they do, and the consequences of board profiles and behaviors). Strategic Leadership synthesizes what is known about strategic leadership and indicates new research directions. The book is meant primarily for scholars who strive to assess and understand the phenomena of strategic leadership. It offers a considerable foundation on which professionals involved in executive search, compensation, appraisal and staffing, as well as board members who evaluate executive performance and potential, might build their tools and perspectives.
Author: Lucian A. Bebchuk
Author: Lucian A. Bebchuk
Author: Benjamin Hermalin
Author: Jennifer Carpenter
Author: Matthias Kiefer
Author: Steffen Florian Burkert
Author: Robert Gibbons
Author: Alon Brav
Author: Güler Aras
Author: Hui Liao
Author: Sydney Finkelstein