We present a model in which managers are risk-averse and firms compete for scarce managerial talent ("alpha"). When … managers are not mobile across firms, firms provide efficient compensation, which allows for learning about managerial talent … and for insurance of low-quality managers. When instead managers can move across firms, firms cannot offer co …

state takeover law, we argue, is consistent with our theory. States have adopted antitakeover statutes that have little … respect to takeovers, states have incentives to produce rules that excessively protect incumbent managers. The development of … policy basis, and, more importantly, they have provided managers with a wider and more open-ended latitude to engage in …

) takeover bids (buying shares only); and (3) a combination of proxy fights and takeover bids in which shareholders vote on … to proxy fights alone but also to takeover bids alone. Finally, we show that, when acquisition offers are in the form of …

We investigate the impact of changes in states' anti-takeover legislation on executive compensation. We find both pay … which reduced takeover fears allow CEO's to skim more. We compute lower bounds on the relative risk aversion coefficients … increased pay for performance offsets some of the incentive reduction caused by lower takeover threats …

they had in 2016. Firms increased diversity by identifying candidates beyond managers' existing networks and by placing …