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Full-Text Articles in Law
Is U.S. Ceo Compensation Inefficient Pay Without Performance?, John E. Core, Wayne R. Guay, Randall S. Thompson
Is U.S. Ceo Compensation Inefficient Pay Without Performance?, John E. Core, Wayne R. Guay, Randall S. Thompson
Michigan Law Review
In Pay Without Performance, Professors Lucian Bebchuk and Jesse Fried develop and summarize the leading critiques of current executive compensation practices in the United States. This book, and their highly influential earlier article, Managerial Power and Rent Extraction in the Design of Executive Compensation, with David Walker offer a negative, if mainstream, assessment of the state of U.S. executive compensation: U.S. executive compensation practices are failing in a widespread manner, and much systemic reform is needed. The purpose of our Review is to summarize the book and to offer some counterarguments to try to balance what is becoming …
New Ways In Corporate Governance: European Experiments With Labor Representation On Corporate Boards, Klaus J. Hopt
New Ways In Corporate Governance: European Experiments With Labor Representation On Corporate Boards, Klaus J. Hopt
Michigan Law Review
Corporate governance has been discussed in Europe for over 150 years. Indeed, in the 1840's, when the first Corporation Act was enacted in Prussia, three troubling features of the corporate organization form had already been discerned: (I) the vulnerability of small investors who lacked the influence and sophistication to. control the corporation; (2) the risk to creditors and the public created by the limited liability of the corporation, especially when combined with inadequate funds and poorly controlled management; and (3) the power that big corporations could amass economically, by monopolizing markets, and politically, by exerting influence on public opinion and …
Union Representatives As Corporate Directors: The Challenge To The Adversarial Model Of Labor Relations, Robert A. Mccormick
Union Representatives As Corporate Directors: The Challenge To The Adversarial Model Of Labor Relations, Robert A. Mccormick
University of Michigan Journal of Law Reform
This Article addresses these questions first by discussing the predominant philosophical approach adopted by unions in their dealings with management, and then describing several ways in which the labor laws reflect this traditional model of employment relations by showing, first, that the influence of unions has been limited to circumscribed categories of business decisions. The Article next examines decisions made by the National Labor Relations Board ("NLRB") and the courts that have carefully sought to separate employer from employee, assuming their interests to be inherently antagonistic. Then follows an evaluation of the NLRB's treatment of deviations from the traditional model …
Employee Stock Ownership Plans: An Analysis Of Current Reform Proposals, Luis L. Granados
Employee Stock Ownership Plans: An Analysis Of Current Reform Proposals, Luis L. Granados
University of Michigan Journal of Law Reform
This article surveys the battle between the critics and advocates of the ESOP, and scrutinizes various proposals currently being considered in the legislative arena. Part I examines the philosophy and history of the ESOP, particularly focusing upon the conceptual foundations provided by the writings of Louis Kelso. Part II explicates the various functions performed by the ESOP: as a tool of corporate finance, as an "in-house" market for the sale of stock held by a company's shareholders, and as a means of obtaining additional investment tax credit. Part III analyzes critically six proposed improvements of the ESOP system from both …