Golden parachutes (“GPs”) are now standard contract provisions for public company CEOs. While they have become ubiquitous, they have also been severely criticized for harming shareholder value. As a result, GPs have been subjected to intense shareholder activism and uniquely penalized under...

With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, Congress attempted to constrain change-in-control payments (also known as “golden parachutes”) by giving shareholders the right to approve or disapprove such payments on an advisory basis. This Essay...

Mergers and acquisitions : a cyclical and legal phenomenon / Claire A. Hill, Brian J.M. Quinn and Steven Davidoff Solomon -- M&A contracts : purposes, types, regulation and patterns of practice / John C. Coates IV -- The market for corporate control : survey of the empirical evidence, estimation...

Why do scholars and activists pay such close attention to how executive compensation is structured? Appropriate pay structure has traditionally been seen as a mechanism for reducing agency costs imposed on public firms by managers. But as that view has lost explanatory power in recent years, the...

For the past 30 years, the conventional wisdom has been that executive compensation packages should include very large proportions of incentive pay. This incentive pay orthodoxy has become so firmly entrenched that the current debates about executive compensation simply take it as a given. We...

Over the past decade, the doctrine of good faith provided the central front in battles over directors' fiduciary duties under Delaware law. Good faith played that role accidentally, through the Delaware legislature's historically arbitrary determination that directors' violations of good faith...

Executive pay packages are increasingly subject to the criticism that they do not maximize shareholder wealth. Critics have sought a more active role for shareholders in determining compensation levels of executives at public companies. One manifestation of this movement is the recent...

As part of the most sweeping federal tax reform in a generation, the Tax Cuts and Jobs Act (“TCJA”) radically altered the tax treatment of compensation paid to senior executives of public companies. Prior to the TCJA, payment of such compensation in excess of one million dollars was...

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...