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Shareholder Rights, Boards, and CEO Compensation

Rüdiger Fahlenbrach
Swiss Federal Institute of Technology Lausanne; Ohio State University - Department of Finance


March 12, 2008

Charles A. Dice Center Working Paper No. 2008-5 and Fisher College of Business Working Paper No. 2008-03-004
Review of Finance, Forthcoming

Abstract:     
I analyze the role of executive compensation in corporate governance. As proxies for corporate governance, I use board size, board independence, CEO-chair duality, institutional ownership concentration, CEO tenure, and an index of shareholder rights. The results from a broad cross-section of large U.S. public firms are inconsistent with recent claims that entrenched managers design their own compensation contracts. The interactions of the corporate governance mechanisms with total pay-for-performance and excess compensation can be explained by governance substitution. If a firm has generally weaker governance, the compensation contract helps better align the interests of shareholders and the CEO.

Keywords: Compensation, Corporate Governance, Governance Incentive Substitution

JEL Classifications: G32, G34, J33

Working Paper Series

Date posted: May 08, 2003 ; Last revised: August 07, 2008

Suggested Citation

Fahlenbrach, Rüdiger, Shareholder Rights, Boards, and CEO Compensation (March 12, 2008). Charles A. Dice Center Working Paper No. 2008-5 and Fisher College of Business Working Paper No. 2008-03-004; Review of Finance, Forthcoming. Available at SSRN: http://ssrn.com/abstract=390144 or doi:10.2139/ssrn.390144


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Contact Information

Rudiger Fahlenbrach (Contact Author)
Swiss Federal Institute of Technology Lausanne ( email )
Station 5
Odyssea 1.04
1015 Lausanne CH-1015
France
++41-21-693-0098 (Phone)
++41-21-693-0098 (Fax)
HOME PAGE: http://sfi.epfl.ch/page81836.html
Ohio State University - Department of Finance ( email )
2100 Neil Avenue
Columbus, OH 43210-1144
United States
6142923217 (Phone)
6142922418 (Fax)
HOME PAGE: http://www.fisher.osu.edu/~fahlenbrach_1

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