Corporate Governance and Executive Remuneration: Rediscovering Managerial Positional Conflict

University of New South Wales Law Journal, Vol. 25, p. 294, 2002

Vanderbilt Law and Economics Research Paper No. 03-02

40 Pages Posted: 11 Feb 2003 Last revised: 17 Nov 2010

Jennifer G. Hill

The University of Sydney Law School ; European Corporate Governance Institute (ECGI)

Charles M. Yablon

Yeshiva University - Benjamin N. Cardozo School of Law

Date Written: November 15, 2010

Abstract

Like the US, Australia has in recent times experienced a number of dramatic corporate collapses, such as HIH and One.Tel, in which executive remuneration appears as an interesting subtext. While there has been a tendency to view executive remuneration as a specialized topic, its connection to these corporate collapses emphasizes the fact that executive remuneration presents general corporate governance problems in a highly concentrated form.
This article, which discusses a number of recent scandals and developments relating to executive remuneration in Australia, argues that segregation of executive remuneration from other areas of corporate law may lead to dangerous tunnel vision. Professor Eisenberg has spoken of management's positional conflict of interest, due to management's broad range of discretions and relative autonomy within the public corporation. The article considers some ways in which management's positional conflict of interest, particularly in the area of disclosure, may interact with (and potentially subvert) the goals of contemporary performance-based pay schemes.

Keywords: Corporate governance, corporate scandals, CEO compensation, executive remuneration, performance-based pay, stock options, managerial positional conflict, disclosure

JEL Classification: G34, G38, J33, K22, K33, M52

Suggested Citation

Hill, Jennifer G. and Yablon, Charles M., Corporate Governance and Executive Remuneration: Rediscovering Managerial Positional Conflict (November 15, 2010). University of New South Wales Law Journal, Vol. 25, p. 294, 2002; Vanderbilt Law and Economics Research Paper No. 03-02. Available at SSRN: https://ssrn.com/abstract=375240 or http://dx.doi.org/10.2139/ssrn.375240

Jennifer G. Hill (Contact Author)

The University of Sydney Law School ( email )

New Law Building, F10
The University of Sydney
Sydney, NSW 2006
Australia
+61 2 9351 0280 (Phone)
+61 2 9351 0200 (Fax)

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

Charles M. Yablon

Yeshiva University - Benjamin N. Cardozo School of Law ( email )

55 Fifth Ave.
New York, NY 10003
United States
212-790-0200 (Phone)
212-790-0205 (Fax)

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