An Empirical Analysis of CEO Employment Contracts: What Do Top Executives Bargain for?
Stewart J. Schwab
Cornell Law School
Randall S. Thomas
Vanderbilt University - Law School; European Corporate Governance Institute (ECGI)
April 9, 2004
Washington and Lee Law Review, Vol. 63, p. 231, 2005
Cornell Law School Research Paper No. 04-024
Vanderbilt Law and Economics Research Paper No. 04-12
In this paper, we examine the key legal characteristics of 375 employment contracts between some of the largest 1500 public corporations and their Chief Executive Officers. We look at the actual language of these contracts, asking whether and in what ways CEO contracts differ from what are thought of as standard employment contract features for other workers. Our data provide some empirical answers to several common assertions or speculations about CEO contracts, and shed light on whether these contracts are negotiated solely to suit the preferences of CEOs or have provisions that insure that the employers' interests are also safeguarded.
After giving an overview of the general characteristics of a CEO employment contract, and the process by which they are negotiated, we focus on five contracting issues: (1) the term just cause that defines when an executive can be terminated involuntarily with penalties; (2) the good reason termination clauses in the contract that permit an executive to leave voluntarily without financial penalties; (3) the non-competition clauses in the contract; (4) the use of arbitration clauses as a method of resolving contractual disputes; and (5) the contractual restrictions, if any, on the CEO selling stock options. We also discuss some of the less-well known economic terms of these contracts, including their length and the level of perquisites given to CEOs.
Number of Pages in PDF File: 50
Keywords: CEO, Employment Contracts
JEL Classification: K2, K22, G30, G34, J30Accepted Paper Series
Date posted: April 15, 2004 ; Last revised: December 10, 2009
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