Executive Compensation: Who Decides?
Stephen M. Bainbridge
University of California, Los Angeles (UCLA) - School of Law
Texas Law Review, 2005
Pay Without Performance: The Unfulfilled Promise of Executive Compensation by Harvard law professor Lucian Bebchuk and UC Berkeley law professor Jesse Fried is an important contribution to the literature on executive compensation. Bebchuk and Fried's positive account of executive compensation is entirely managerialist; i.e., they argue that top management of public corporations so thoroughly control the board of directors that the former are able to extract compensation packages from the latter far in excess of that which would obtain under arms'-length bargaining. In this review essay, I argue that Bebchuk and Fried overstate the extent to which management controls the compensation process. I also argue that they have not made a convincing case for the reforms to corporate governance they propose.
Number of Pages in PDF File: 57
Keywords: corporations, corporate governance, board of directors, executive compensation
JEL Classification: K22Accepted Paper Series
Date posted: January 24, 2005
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