This paper presents evidence of the extent to which omitting the value of pension benefits has undermined the accuracy of existing estimates of executive pay, its variability, and its sensitivity to performance.We study the pension arrangements of CEOs of Samp;P 500 companies that (1) are now...

We argue that the state-law rules governing poison pills are vulnerable to challenges based on preemption by the Williams Act. Such challenges, we show, could well have a major impact on the corporate-law landscape.The Williams Act established a federal regime regulating unsolicited tender...

The Securities and Exchange Commission (SEC) is currently considering a rulemaking petition requesting that the Commission shorten the ten-day window, established by Section 13(d) of the Williams Act, within which investors must publicly disclose purchases of a five percent or greater stake in...

The Securities and Exchange Commission is currently considering a rulemaking petition that advocates tightening the rules under the Williams Act, which regulates the disclosure of large blocks of stock in public companies. In this Article, we explain why the Commission should not view the...

Because public firms are not required to disclose the monetary value of pension plans in their executive pay disclosures, financial economists have generally analyzed executive pay using figures that do not include the value of such pension plans. This paper presents evidence that omitting the...

This Article proposes a new method of reducing the costs administrative agencies incur in monitoring regulatory compliance by a firm that operates multiple sources of risk, such as air-polluting smokestacks. The expense of individually monitoring such sources directly may consume a large share...

For years, the SEC accidentally distributed securities disclosures to some investors before the public. This setting is unique because the delay until public disclosure was exogenous and the private information window was well-defi ned, which we exploit to study informed trading with a random...

We show that CEO golden parachute contracts are responsive to a tax on golden parachutes, and CEO option exercises are responsive to these contracts. In particular, as a consequence of a tax code provision penalizing parachutes greater than 3 times taxable income, CEO parachute contracts...

We use a natural experiment — an unexpected judicial decision — to study how the legal enforceability of debt contracts affects consumer lending. In May 2015, a federal court unexpectedly held that the usury laws of three states — New York, Connecticut, and Vermont — applied to certain...