This Article analyzes an important form of stealth compensation provided to managers of public companies. We show how boards have been able to camouflage large amounts of executive compensation through the use of retirement benefits and payments. Our study illustrates the significant role that...

This paper provides an overview of the main theoretical elements and empirical underpinnings of a managerial power approach to executive compensation. Under this approach, the design of executive compensation is viewed not only as an instrument for addressing the agency problem between managers...

It is time for accounting to recognize the existence of stock exchanges and stop treating the equity accounts of public corporations as if they belonged to 15th century private partnerships. When Pacioli's codification of the principles of accounting was published in 1494, stock exchanges did...

Thousands of US companies appear to have secretly backdated stock options. This paper analyzes three forms of secret option backdating: (1) the backdating of executives' option grants; (2) the backdating of non-executive employees' option grants; and (3) the backdating of executives' option...

In June 2008, a study by Sen confirmed previous findings that 10b5-1 insider stock sale programs (quot;plan salesquot;) are conducted after unusual price run ups, but Sen also found that, in months subsequent to plan sales, stock performance then essentially matched the market. Sen's results on...

The current study briefly considers KLA-Tencor's 2007 $750 million accelerated stock repurchase (ASR). Companies commonly indicate ASRs contractually promise execution of stock buybacks at a discount to market. To the contrary, analysis of a small sample of 2006-2007 ASRs finds:1) Inferior...

The Financial Accounting Standards Board (FASB) has long recognized shortcomings in fundamental accounting principles that are exacerbated by the proliferation of increasingly complex financial instruments. The FASB has been engaged since 1986 in a project to align financial reporting with...

We characterize the corporate governance system as a portfolio of external and internal governance procedures that addresses firm-specific governance problems. External governance consists of statutory and contractual provisions that determine the costs of active shareholder participation in the...

Most regulatory bodies are either powerful or independent. The Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) are both mdash; at least in theory. This paper argues that in practice, the two boards are less powerful and less independent than...