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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.
Executive Compensation is an invaluable legal guide through the maze of rules, regulations and practices that govern corporate financial compensation for executive employees.
General readers have no idea why people should care about what executives are paid and why they are paid the way they are. That's the reason that The Wall Street Journal, Fortune, Forbes, and other popular and practitioner publications have regular coverage on them. This book not only proposes a reason - executives need incentives in order to maximize firm value (economists call this agency theory) - it also describes the nature and design of executive compensation practices. Those incentives can take the form of benefits (salary, stock options), or prerquisites (reflecting the status of the executive within the organizational culture.
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
ANSWERS TO EXCESSIVE EXECUTIVE PAY Charges of excessive executive compensation have filled the business press for a number of years, yet few understand why pay plans trigger such results.This desktop reference book is an easy-to-access, invaluable guide to structuring appropriate executive pay plans. Properly used, it will help avoid excessive executive pay resulting from poorly designed plans. Written by renowned compensation expert Bruce Ellig, this book is a must read for the designers, approvers, and recipients of executive compensation, as well as those who write about the subject. Consultants and in-house pay designers will find detailed examples (supplemented with over 400 figures and tables) to trigger their own creativity. Compensation committees and other approvers of executive pay plans will value the definitions and descriptions of various pay plans and the conditions under which they would be appropriate. Executives themselves will find the book useful. Not only in better understanding their own plans, but learning more about other plans, both those they may only have heard about, as well as many that have not yet caught their attention. And those who write about the subject will be able to put their comments in a better perspective.. The Complete Guide to Executive Compensation takes an in-depth look at each of the executive pay elements: salary, executive benefits and incentives (both short and long term). This review also includes the role of the board of directors (and its compensation committee) along with the influence of the major stakeholders (most notably the shareholder). And a complete chapter is devoted to various measurements of executive performance. This book also contains a compendium of selected key information on executive compensation, including laws, Internal Revenue Code sections, IRS revenue rulings, accounting interpretations, and SEC actions. No other book has such a complete resource section. In addition, it includes both a historical review of key developments and a look ahead, as well as a glossary with more than 2,000 definitions.
A practical guide to a complex subject, The Executive Compensation Handbook provides guidance for understanding, negotiating and dividing these assets in divorce cases. These assets include a dizzying array of arrangements, plans, bonuses, and agreements that can seem overwhelming. This handbook offers a practical guide to understanding, negotiating, and dividing assets that fall into the broad category of executive compensation. Based on the authors' experience in the area, they offer guidance on how to avoid the common pitfalls associated with these important and complicated assets while providing essential information to clearly explain these issues to clients and judges. In clear, accessible language, the authors explain how to gather information, negotiate settlements, divide executive compensation plans, and draft separation agreements, as well as to use in drafting court financial statements where income needs to be disclosed. Topics range from the common types of executive compensation to valuation and issues in dividing assets to practical drafting tips and techniques.
This casebook offers an accessible introduction to modern employee benefits and executive compensation law, with primary emphasis on clarity and comprehensibility in presenting these technically challenging subjects. It is the first casebook to cover both employee benefits and executive compensation, two closely related fields that are frequently simultaneously practiced by American lawyers. The book is suitable for use either for a single overall survey class covering both employee benefits and executive compensation law, or for a class that focuses on either topic separately.
Winner of the 2012 Helen Bernstein Book Award for Excellence in Journalism Hundreds of companies have slashed pensions and health coverage for millions of retirees, claiming that a “perfect storm” of stock market losses, aging workers, and spiraling costs have forced them to take drastic measures. But this so-called retirement crisis is no accident. Ellen E. Schultz, an award-winning investigative reporter formerly of The Wall Street Journal, reveals how large employers and the retirement industry have all played a huge and hidden role in the death spiral of American pensions and benefits. A little over a decade ago, pension plans were fat. But companies used slick accounting and dubious loopholes to turn their pension plans into piggy banks, tax shelters, and profit centers. As pensions weakened, companies slashed benefits for workers while doling out gargantuan pensions to their top executives. Drawing on original analysis of company data, government filings, and confidential memos, Schultz uncovers decades of widespread deception during which employers exaggerated their retiree burdens while tricking employees, misleading shareholders, and lobbying for taxpayer handouts.