The financial crisis has placed executive pay at center stage in the corporate governance reform debate in the United States and around the world. We consider whether a judge-made solution to the problem will support the regulatory reform effort to reduce or eliminate excessive compensation. In...

In this Article we submit that the compensation structures at banks before the financial crisis were not necessarily flawed and that recent reforms in this area largely reflect already existing best practices. In Part I we review recent empirical studies on corporate governance and executive pay...

"Say on pay" gives shareholders an advisory vote on a company's pay practices for its top executives. Beginning in 2011, Dodd-Frank mandated such votes at public companies. The first year of "say on pay" under the new legislation may have changed the dialogue and give-and-take in the...

This Article reports results of an empirical study that suggests that the current economic crisis has changed managerial behavior in the US in a way that may impede economic recovery. The study finds a strong, statistically significant and economically meaningful, positive correlation between...

We investigate the effect of say-on-pay (SOP) proposals on changes in executive and director compensation. Relative to non-SOP firms, SOP firms' total compensation to CEOs does not significantly change after the proposal. Although the total compensation does not change, the mix of compensation...

The executive remuneration system in the financial sector requires significant improvements to increase disclosure and more closely converge shareholders' and depositors' interests. Executive remuneration practices have, therefore, been under review since the financial crisis of 2008. The...

Clawbacks are contractual provisions in executive compensation contracts that allow for an ex post recoupment of variable pay if certain triggering conditions are met. As a result of regulatory responses to financial crises and corporate scandals as well as of growing shareholder pressure to...

I examine the economic consequences of Say on Pay (SoP) for firms with different governance qualities in a setting where shareholders face informational constraints in evaluating the efficiency of the firm's compensation policy and where the firm's governance structure is endogenous. I find that...

This paper examines the impact of enhanced executive remuneration disclosure rules and the introduction of dual voting rights under UK regulations of 2013 on the voting patterns of shareholders. Based on a hand-collected dataset of the pay information disclosed by FTSE 350 companies from...

Conventional wisdom among corporate law theorists holds that the presence of a controlling shareholder should alleviate the problem of managerial opportunism because such a controller has both the power and incentives to curb excessive executive pay. This Article challenges that common...