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Full-Text Articles in Business Administration, Management, and Operations
Sue On Pay: Say On Pay’S Impact On Directors’ Fiduciary Duties, Lisa Fairfax
Sue On Pay: Say On Pay’S Impact On Directors’ Fiduciary Duties, Lisa Fairfax
All Faculty Scholarship
This Article advances a normative case for using say on pay litigation to enhance the state courts’ role in policing directors’ compensation decisions. Outrage over what many perceive to be excessive executive compensation has escalated dramatically in recent years. In 2010, such outrage prompted Congress to mandate say on pay—a nonbinding shareholder vote on executive compensation. In the wake of say on pay votes, some shareholders have brought suit against directors alleging that a negative vote indicates a breach of directors’ fiduciary duties. To date, the vast majority of courts have rejected these suits. This Article insists that such rejection …
The Power Of One: Effects Of Ceo Duality On Compensation Committee Quality And Ceo Compensation, Cindy K. Harris, Carol C. Cirka, Eric Farris
The Power Of One: Effects Of Ceo Duality On Compensation Committee Quality And Ceo Compensation, Cindy K. Harris, Carol C. Cirka, Eric Farris
Business and Economics Faculty Publications
This paper contributes to the corporate governance literature by focusing on how Chief Executive Officer (“CEO”) duality and compensation committee quality are related to CEO compensation in the period since passage of the Sarbanes Oxley Act (“SOX”). Unlike research prior to SOX that focused chiefly on committee members’ independence, we measure compensation committee quality in two ways. We consider the average number of board directorships held by compensation committee members as well as the proportion of committee members with prior or current CEO duality experience. We introduce the latter variable as a new measure of quality as it has not …