On July 1, 2015, the Securities and Exchange Commission (SEC) proposed an excess-pay clawback rule to implement the provisions of Section 954 of the Dodd-Frank Act. I explain why the SEC's proposed Dodd-Frank clawback, while reducing executives' incentives to misreport, is overbroad. The economy...

Directors are more likely to obtain additional directorships, especially at prestigious firms, if the CEOs of their current boards are well-connected. Recommended directors do not become beholden to the CEO, as CEO compensation is unaffected and an analysis of appointment announcement returns...