Bargaining with the CEO: The Case for 'Negotiate First, Choose Second'

38 Pages Posted: 9 Aug 2018 Last revised: 7 Sep 2018

See all articles by Russell B. Korobkin

Russell B. Korobkin

UCLA School of Law

Michael B. Dorff

Southwestern University School of Law

Date Written: March 31, 2018

Abstract

Whether CEOs and other senior executives are too highly compensated is one of the most publicized and divisive issues in corporate governance. In this paper, we address this question not by asking whether executives are paid more than the value they create, but by asking whether firms could pay executives less money without reducing quality, thus retaining more money for shareholders, by using a better negotiation strategy. The focus of our attention is a particular feature of how CEO compensation – and the compensation of some other high level employees – is often determined, although rarely discussed: the firm first decides which candidate it prefers, and only then negotiates the amount of compensation with the desired candidate. We hypothesize that this approach to negotiation, which we call “choose first, negotiate second,” is inferior to its alternative, which we call “negotiate first, choose second,” or “N1C2.” We explain the theoretical basis for this hypothesis and then present the results of an experiment we conducted to test it. We conclude by suggesting a number of possible explanations for firms’ failure to take advantage of what we consider to be a superior negotiating strategy.

Keywords: Negotiation, Bargaining, Executive Compensation, CEOs, Corporate Governance, Employment

JEL Classification: J33, J41, K12

Suggested Citation

Korobkin, Russell B. and Dorff, Michael B., Bargaining with the CEO: The Case for 'Negotiate First, Choose Second' (March 31, 2018). UCLA School of Law, Law-Econ Research Paper No. 18-07. Available at SSRN: https://ssrn.com/abstract=3228825

Russell B. Korobkin (Contact Author)

UCLA School of Law ( email )

385 Charles E. Young Dr. East
Room 1242
Los Angeles, CA 90095-1476
United States
310-825-1994 (Phone)
310-206-7010 (Fax)

Michael B. Dorff

Southwestern University School of Law ( email )

3050 Wilshire Blvd.
Los Angeles, CA 90010
United States

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