Institutional investors are often criticized for their insufficient "engagement" with listed companies. Actually, information and other transaction costs limit their capacity to actively monitor investee firms, and to engage with their management. A partial solution is offered by Proxy Advisors...

Like the US, Australia has in recent times experienced a number of dramatic corporate collapses, such as HIH and One.Tel, in which executive remuneration appears as an interesting subtext. While there has been a tendency to view executive remuneration as a specialized topic, its connection to...

The exercise price of stock options is typically the closing stock price on the option grant dates, so managers can potentially benefit from low stock prices on those dates. Prior studies find that on average, managers issue more pessimistic guidance before than after grant dates. They interpret...

This paper examines the SEC regulation requiring non-binding general shareholder vote on executive compensation–“say-on-pay” (SOP). We examine the first two years of SOP in the Russell 3000. The results confirm previous shareholder-proposal studies by finding that SOP approval (reject)...

[This article is a revised and condensed version of Jesse Fried and Nitzan Shilon, Excess-Pay Clawbacks, available at http://ssrn.com/abstract=1798185]The Dodd-Frank Act requires firms to adopt clawback policies for recovering certain types of excess pay — overpayments resulting from errors in...

We explain why firms should have a policy requiring directors to recover “excess pay” – payouts to executives resulting from an error in compensation metrics (such as inflated earnings). We then analyze the clawback policies voluntarily adopted by S&P 500 firms as of 2010 and find that...

Despite recent reforms, public company executives can still use inside information to time their stock sales, secretly boosting their pay. They can also still inflate the stock price before selling. Such insider trading and price manipulation imposes large costs on shareholders. This paper...

The newly enacted federal Say on Pay rule will require public firms to periodically provide shareholders with an opportunity to cast an advisory vote regarding its most recent year's executive compensation. Like other efforts to increase shareholder power, Say on Pay has attracted criticism from...

How do we prevent financial institutions from taking excessive risk when the public fisc serves as their ultimate creditor? This is one of the central questions left over after the recent financial crisis and, for the past five years, there has been no shortage of proposed answers. Two of the...

The Enron case challenges some of the core beliefs and practices that have underpinned various positions in the debates about corporate law and governance, including mergers and acquisitions, since the 1980s. In particular, Enron raises at least the following problems for the received model of...