Golden parachutes have attracted much debate and substantial attention from investors and public officials for more than two decades, and the Dodd-Frank Act mandated a shareholder vote on any future adoption of a golden parachute by public firms. We analyze the relationship that golden...

The regulation of executive compensation is like the phoenix of corporate debate. Every once in a while it rises from the ashes, dominates public debate with strong statements regarding efficiency, justice, and what managers "deserve" - and returns to rest until the next time populist sentiments...

Critics allege that executive compensation consultants face potential conflicts of interest (lack of independence) that might lead to higher CEO pay. Conflicts of interest include the desires to "cross-sell" service and to secure "repeat business". Using a unique data set of compensation...

Executive managers' remuneration has been an issue of debate for the last 30 years. Practitioners and academics are arguing for the mechanisms, mix, level, time horizon and goal. Disclosure or not of information regarding these issues preoccupies regulating, legislative authorities as well as...

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...

This paper is the first chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock...

An important component of corporate governance is the regulation of significant transactions – mergers, acquisitions, and restructuring. This paper (a chapter in Oxford Handbook on Corporate Law and Governance, forthcoming) reviews how M&A and restructuring are regulated by corporate and...

We explore Time-Phased Voting (“TPV”), an arrangement in which long-term shareholders receive more votes per share than short-term shareholders. TPV has gained prominence in recent years as a proposed remedy for perceived corporate myopia. We begin with theory, situating TPV relative to...

I examine whether the Securities and Exchange Commission (SEC) in the US is a learning organization (i.e., one that is capable of learning and adaptation to the dynamic nature of the securities markets – the subject of the SEC's regulatory oversight). Using the treatment of public corporate...