Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 2 of 2
Full-Text Articles in Law
Is U.S. Ceo Compensation Inefficient Pay Without Performance?, Randall Thomas, John E. Core, Wayne Guay
Is U.S. Ceo Compensation Inefficient Pay Without Performance?, Randall Thomas, John E. Core, Wayne Guay
Vanderbilt Law School Faculty Publications
In this paper, we review Pay Without Performance by Professors Lucian Bebchuk and Jesse Fried. The book develops and summarizes the leading critiques of current executive compensation practices in the U.S., and offers a negative, if mainstream, assessment of the state of U.S. executive compensation: U.S. executive compensation practices are failing, and systemic reform is needed. This review summarizes the book in some detail and offers some counter-arguments. The book's thesis is that executive compensation practices are bad for shareholders (not "optimal") because they are the product of "managerial power." Managerial power arises because boards of directors at public companies …
Corporate Voting And The Takeover Debate, Randall Thomas, Paul H. Edelman
Corporate Voting And The Takeover Debate, Randall Thomas, Paul H. Edelman
Vanderbilt Law School Faculty Publications
For many years academics have debated whether it is better to permit hostile acquirers to use tender offers to gain control over unwilling target companies, or to force them to use corporate elections of boards of directors in these efforts. The Delaware courts have expressed a strong preference for shareholder voting as a change of control device in hostile acquisitions. To force acquirers to accept their preferences, the Delaware courts have developed a jurisprudence permitting the effective classified board (ECB), a poison pill combined with a classified board, to protect target company management from removal by a hostile tender offer …