Pay Without Performance

Pay Without Performance PDF Author: Lucian A. Bebchuk
Publisher: Harvard University Press
ISBN: 9780674020634
Category : Business & Economics
Languages : en
Pages : 308

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Book Description
The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

Pay Without Performance

Pay Without Performance PDF Author: Lucian A. Bebchuk
Publisher: Harvard University Press
ISBN: 9780674020634
Category : Business & Economics
Languages : en
Pages : 308

Get Book Here

Book Description
The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

The Theory and Practice of Directors' Remuneration

The Theory and Practice of Directors' Remuneration PDF Author: Alexander Kostyuk
Publisher: Emerald Group Publishing
ISBN: 1785606824
Category : Business & Economics
Languages : en
Pages : 299

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Book Description
This book argues for a correct balance between risk and reward and for Directors' remuneration to be equitable to all parties and stakeholders. By examining the current theories, practices and regulations and explaining them in detail it provides a state of the art overview of one of the key corporate governance issues of our time.

The Handbook of the Economics of Corporate Governance

The Handbook of the Economics of Corporate Governance PDF Author: Benjamin Hermalin
Publisher: Elsevier
ISBN: 0444635408
Category : Business & Economics
Languages : en
Pages : 762

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Book Description
The Handbook of the Economics of Corporate Governance, Volume One, covers all issues important to economists. It is organized around fundamental principles, whereas multidisciplinary books on corporate governance often concentrate on specific topics. Specific topics include Relevant Theory and Methods, Organizational Economic Models as They Pertain to Governance, Managerial Career Concerns, Assessment & Monitoring, and Signal Jamming, The Institutions and Practice of Governance, The Law and Economics of Governance, Takeovers, Buyouts, and the Market for Control, Executive Compensation, Dominant Shareholders, and more. Providing excellent overviews and summaries of extant research, this book presents advanced students in graduate programs with details and perspectives that other books overlook. - Concentrates on underlying principles that change little, even as the empirical literature moves on - Helps readers see corporate governance systems as interrelated or even intertwined external (country-level) and internal (firm-level) forces - Reviews the methodological tools of the field (theory and empirical), the most relevant models, and the field's substantive findings, all of which help point the way forward

Passing the Baton

Passing the Baton PDF Author: Richard F. Vancil
Publisher: Harvard Business Review Press
ISBN:
Category : Business & Economics
Languages : en
Pages : 352

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Book Description


Boards, Governance and Value Creation

Boards, Governance and Value Creation PDF Author: Morten Huse
Publisher: Cambridge University Press
ISBN: 1139463829
Category : Business & Economics
Languages : en
Pages : 316

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Book Description
What is the role of boards in corporate governance? How should they be structured in order to maximize value creation? This 2007 book looks at the role of boards in a variety of different countries and contexts, from small and medium-sized enterprises to large corporations. It explores the working style of boards and how they can best achieve their task expectations. Board effectiveness and value creation are shown to be the results of interactions between owners, managers, board members and other actors. Board behaviour is thus seen to be a result of strategizing, norms, board leadership, and the decision-making culture within the boardroom. Combining value creation, behavioural and ethical approaches to the study of boards, this work offers a systematic framework which will be of value to graduate students and researchers in the field of corporate social responsibility and business ethics.

Outside Director Compensation in German Public Family Firms

Outside Director Compensation in German Public Family Firms PDF Author: Pascal Engel
Publisher: Springer
ISBN: 3658073160
Category : Business & Economics
Languages : en
Pages : 193

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Book Description
Pascal Engel investigates how outside directors are incentivized in family firms that are publicly listed but still partly owned by members of the founding family. Owning families significantly influence their firms' corporate conduct with their own set of goals, sometimes in conflict with economically driven goals of the capital markets. The author analyzes how family shareholders exert their influence on compensation schemes of outside directors who have the difficult task to protect the interests of family and non-family shareholders. This book provides insights on current approaches of defining a compensation scheme that attracts qualified outside directors but concurrently reflects respective shareholders' preferences.

Corporate Fraud Exposed

Corporate Fraud Exposed PDF Author: H. Kent Baker
Publisher: Emerald Group Publishing
ISBN: 1789734193
Category : Business & Economics
Languages : en
Pages : 323

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Book Description
Corporate Fraud Exposed uncovers the motivations and drivers of fraud including agency theory, executive compensation, and organizational culture. It delves into the consequences of fraud for various firm stakeholders, and its spillover effects on other corporations, the political environment, and financial market participants.

U.S. Corporate Governance

U.S. Corporate Governance PDF Author: Donald H. Chew
Publisher: Columbia University Press
ISBN: 9780231519984
Category : Business & Economics
Languages : en
Pages : 388

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Book Description
Corporate governance constitutes the internal and external institutions, markets, policies, and processes designed to help companies maximize their efficiency and value. In this collection of classic and current articles from the Journal of Applied Corporate Finance, thought leaders such as Michael Jensen and Robert Monks discuss the corporate mission of value maximization and the accomplishments and limitations of the U.S. governance system in achieving that end. Essays address the elements driving corporate value: the board of directors, compensation for CEOs and other employees, incentives and organizational structure, external ownership and control, role of markets, and financial reporting. They evaluate best practice methods, challenges in designing equity plans, transferable stock options, the controversy over executive compensation, the values of decentralization, identifying and attracting the "right" investors, the evolution of shareholder activism, creating value through mergers and acquisitions, and the benefits of just saying no to Wall Street's "earnings game." Grounded in solid research and practice, U.S. Corporate Governance is a crucial companion for navigating the world of modern finance.

Corporate Leadership

Corporate Leadership PDF Author: Stanley C. Vance
Publisher: New York : McGraw-Hill
ISBN:
Category : Boards of directors
Languages : en
Pages : 324

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Book Description


Mergers, Acquisitions, and Corporate Restructurings

Mergers, Acquisitions, and Corporate Restructurings PDF Author: Patrick A. Gaughan
Publisher: John Wiley & Sons
ISBN: 1119063361
Category : Business & Economics
Languages : en
Pages : 688

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Book Description
The comprehensive guide to mergers, acquisitions, and corporate restructurings Mergers, Acquisitions, and Corporate Restructurings is an all-inclusive guide to M&As that illustrates how restructuring can be used successfully, how each form works, and the laws that govern them. This updated edition includes the latest statistics, research, graphs, and case studies on the private equity market, ethics, legal frameworks, and corporate governance, presented in a more approachable, manageable way. Written from a practical and historical perspective, this book carefully analyzes the strategies and motives that inspire M&As, the legalities involved each step of the way, and the offensive and defensive techniques used during hostile acquisitions. Corporate restructurings are indispensable in building a new generation of re-engineered companies with the power and resources to compete on the global playing field. This book covers the full spectrum of transactions, from megadeals to downsizing, and takes a fresh look at restructuring and how it is being used to revitalize and supercharge companies. Learn how corporate restructuring helps companies compete Discover the common impetus behind M&As Understand the laws and rules that govern the field Examine more effective strategies for hostile acquisitions The slowdown in the world's economy means that mergers and corporate restructuring will likely increase. It is essential for students and professionals to fully understand the concepts and mechanics behind these transactions, and Mergers, Acquisitions, and Corporate Restructurings is the comprehensive guide to the field.