constraints that act on these processes, leave managers with considerable power to shape their own pay arrangements. Examining the …

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 … though they could have done otherwise, to impose antitakeover protections on shareholders, who did not appear to favor them …

The agents to whom shareholders delegate the management of corporate affairs may transfer value from shareholders to … managers. We question this view within its own analytical framework by studying, in a principal-agent model, the effects of … diversion overlooks a significant cost of such behavior. Many common modes of compensation can provide managers with incentives …

instrument for addressing the agency problem between managers and shareholders but also as part of the agency problem itself … managers. As a result, managers wield substantial influence over their own pay arrangements, and they have an interest in … reducing the saliency of the amount of their pay and the extent to which that pay is de-coupled from managers' performance. We …

more than is optimal for shareholders and, to camouflage the extraction of rents, executive compensation might be …