Rethinking Chutes: Incentives, Investment, and Innovation

56 Pages Posted: 7 Dec 2015 Last revised: 17 Dec 2015

See all articles by Simone M. Sepe

Simone M. Sepe

University of Arizona - James E. Rogers College of Law; University of Toulouse 1 - Université Toulouse 1 Capitole; Toulouse School of Economics; European Corporate Governance Institute (ECGI); American College of Governance Counsel

Charles K. Whitehead

Cornell Law School

Date Written: December 1, 2015


Eighty-two percent of public firms have golden parachutes (or “chutes”) under which CEOs and senior officers may be paid tens of millions of dollars upon their employer’s change in control. What justifies such extraordinary payouts?

Much of the conventional analysis views chutes as excessive compensation granted by captured boards, focusing on the payouts that occur following a takeover. Those explanations, if they ever were complete, miss the mark today. This Article demonstrates, theoretically and empirically, that chutes are less relevant to a firm during a takeover than they are before a takeover, particularly in relation to firms that invest in innovation. Chutes assure managers of realizing the long-term value of their work, even if the firm is later acquired. As a result, managers are more likely to make specific investments in innovation whose value may not be realized for some time — but that which are essential to sustaining long-term performance. Moreover, when granted, a chute’s expected cost is a small fraction of what may be paid, reflecting the real likelihood a payment will never be made. That cost is more than offset by the value of the specific investments in innovation that managers are now more likely to make. Consequently, granting chutes tends to increase the value of innovative firms — promoting, rather than jeopardizing, shareholder interests in such firms.

Nevertheless, an analysis of chutes as a valuable tool in promoting innovation is largely missing from the corporate law scholarship, with important consequences. Two, in particular, are the negative view of proxy advisors on chutes, and recent federal Say-on-Golden-Parachute legislation that mandates certain types of disclosure regarding chutes. We recommend changes that properly reflect the low expected cost of chutes and their positive effect on innovation.

Keywords: parachute, chute, executive compensation, takeover, governance, innovation, specific investment

JEL Classification: G3, G31, G34, G35, G38, K2, K22, K29, M52, O31

Suggested Citation

Sepe, Simone M. and Whitehead, Charles K., Rethinking Chutes: Incentives, Investment, and Innovation (December 1, 2015). 95 Boston University Law Review 2029 (2015), Cornell Legal Studies Research Paper No. 15-41, Arizona Legal Studies Discussion Paper No. 15-35, Available at SSRN:

Simone M. Sepe

University of Arizona - James E. Rogers College of Law ( email )

P.O. Box 210176
Tucson, AZ 85721-0176
United States

University of Toulouse 1 - Université Toulouse 1 Capitole ( email )

2 Rue du Doyen-Gabriel-Marty
Toulouse, 31042

Toulouse School of Economics ( email )

21 allée de Brienne
31015 Toulouse Cedex 6
Toulouse Cedex, F-31042

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

American College of Governance Counsel ( email )

555 8th Avenue, Suite 1902
New York, NY 10018
United States

Charles K. Whitehead (Contact Author)

Cornell Law School ( email )

Myron Taylor Hall
Ithaca, NY 14853
United States

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