[This article is a revised and condensed version of Jesse Fried and Nitzan Shilon, Excess-Pay Clawbacks, available at http://ssrn.com/abstract=1798185]The Dodd-Frank Act requires firms to adopt clawback policies for recovering certain types of excess pay — overpayments resulting from errors in...

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...

This Article identifies a cost to public investors of tying executive pay to the future value of a firm's stock - even its long-term value. In particular, such an arrangement can incentivize executives to engage in share repurchases (when the current stock price is low) and equity issuances...

This Article identifies a cost to public investors of tying executive pay to the future value of a firm's stock - even its long-term value. In particular, such an arrangement can incentivize executives to engage in share repurchases (when the current stock price is low) and equity issuances...

Intro -- Contents -- Preface -- Introduction -- Part I. The Official View and Its Shortcomings -- 1. The Official Story -- 2. Have Boards Been Bargaining at Arm's Length? -- 3. Shareholders' Limited Power to Intervene -- 4. The Limits of Market Forces -- Part II. Power and Pay -- 5. The...

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...

I argue that executive equity pay in U.S. public firms is undesirable and should be replaced with cash awards for attaining long-term performance criteria.Paying top executives in equity (stock and stock options) is the most significant reform of executive compensation in our generation,...

This Article is the first academic study to systematically analyze the overall sensitivity of executive compensation to stock buybacks. Specifically, my analysis of executive compensation arrangements of CEOs included in the S&P 500 Index reveals that buybacks can enhance a record high portion...