Executive Compensation in America: Optimal Contracting or Extraction of Rents?

115 Pages Posted: 17 Jan 2002

See all articles by Lucian A. Bebchuk

Lucian A. Bebchuk

Harvard Law School; European Corporate Governance Institute (ECGI); National Bureau of Economic Research (NBER)

Jesse M. Fried

Harvard Law School; European Corporate Governance Institute (ECGI)

David I. Walker

Boston University School of Law

Multiple version iconThere are 2 versions of this paper

Date Written: December 2001

Abstract

This Paper develops an account of the role and significance of rent extraction in executive compensation. Under the optimal contracting view of executive compensation, which has dominated academic research on the subject, pay arrangements are set by a board of directors that aims to maximize shareholder value by designing an optimal principal-agent contract. Under the alternative rent extraction view that we examine, the board does not operate at arm's length; rather, executives have power to influence their own compensation, and they use their power to extract rents. As a result, executives are paid more than is optimal for shareholders and, to camouflage the extraction of rents, executive compensation might be structured sub-optimally. The presence of rent extraction, we argue, is consistent both with the processes that produce compensation schemes and with the market forces and constraints that companies face. Examining the large body of empirical work on executive compensation, we show that the picture emerging from it is largely compatible with the rent extraction view. Indeed, rent extraction, and the desire to camouflage it, can better explain many puzzling features of compensation patterns and practices. We conclude that extraction of rents might well play a significant role in US executive compensation; and that the significant presence of rent extraction should be taken into account in any examination of the practice and regulation of corporate governance.

Keywords: Executive compensation, stock options, corporate governance, private benefits of control, agency costs, rent extraction

JEL Classification: D23, G32, G34, G38, J33, J44, K22

Suggested Citation

Bebchuk, Lucian A. and Fried, Jesse M. and Walker, David I., Executive Compensation in America: Optimal Contracting or Extraction of Rents? (December 2001). Available at SSRN: https://ssrn.com/abstract=297005

Lucian A. Bebchuk (Contact Author)

Harvard Law School ( email )

Cambridge, MA 02138
United States
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HOME PAGE: http://www.law.harvard.edu/faculty/bebchuk/

European Corporate Governance Institute (ECGI) ( email )

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National Bureau of Economic Research (NBER) ( email )

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Jesse M. Fried

Harvard Law School ( email )

1575 Massachusetts
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United States
617-384-8158 (Phone)

HOME PAGE: http://www.law.harvard.edu/faculty/directory/10289/Fried

European Corporate Governance Institute (ECGI) ( email )

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

David I. Walker

Boston University School of Law ( email )

765 Commonwealth Avenue
Boston, MA 02215
United States

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