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...

In an earlier article, The Uneasy Case for the Priority of Secured Claims in Bankruptcy,' 105 Yale Law Journal 857 (1996), we suggested that the case for a full priority of secured claims in bankruptcy is an uneasy one. In this paper, we address various reactions and objections to our analysis...

This Paper develops an account of the role and significance of rent extraction in executive compensation. Under the optimal contracting view of executive compensation, which has dominated academic research on the subject, pay arrangements are set by a board of directors that aims to maximize...

Despite the insider trading laws and Sarbanes-Oxley, Jesse Fried argues that executives still make billions of dollars of insider trading profits each year by timing their stock sales: requiring advance disclosure of such trades would go far to address this problem.

Incomplete contracting theory suggests that venture capitalist (VC) cash flow rights, including liquidation preferences, could be subject to renegotiation. Using a hand-collected data set of sales of Silicon Valley firms, we find common shareholders do sometimes receive payment before VCs'...

Researchers have extensively analyzed VCs’ cash flow rights in venture-backed startups, including the right to be paid liquidation preferences ahead of common shareholders when the startup is sold. However, common shareholders have various ways of impeding these preference-triggering...

This Paper develops an account of the role and significance of managerial power and rent extraction in executive compensation. Under the optimal contracting approach to executive compensation, which has dominated academic research on the subject, pay arrangements are set by a board of directors...

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

In their recent book, "Pay Without Performance: The Unfulfilled Promise of Executive Compensation", the authors of this article provided a comprehensive critique of U.S. executive pay practices and the corporate governance processes that produce them, and then offered a number of proposals for...