Managerial power theory holds that structural flaws in corporate governance, such as board defenses, enable opportunistic managers to extract excessive pay. While this theory has proven highly influential, this Article argues that it fails to answer important questions. For example, how does...

In his novel contribution to the ongoing debate over executive compensation, Share Repurchases, Equity Issuances, and the Optimal Design of Executive Pay, 89 Tex. L. Rev. 1113 (2011), Professor Jesse M. Fried points to a problem that has been, as of yet, unexplored by legal scholars. He argues...

Efforts to control bank risk address the wrong problem in the wrong way. They presume that the financial crisis was caused by CEOs who failed to supervise risk-taking employees. The responses focus on executive pay, believing that executives will bring non-executives into line — using...

Efforts to control bank risk address the wrong problem in the wrong way. They presume that the financial crisis was caused by CEOs who failed to supervise risk-taking employees. The responses focus on executive pay, believing that executives will bring non-executives into line - using incentives...

On July 21, 2010, President Obama signed the Dodd-Frank Act. The Act implements a number of significant regulations regarding executive compensation. This Article argues that Congress has failed to accurately answer three basic questions in the enactment of this legislation: (i) what are the key...

We examine the effect of board members with venture capital experience (i.e., VC directors) on executive incentives at non-VC-backed public firms. VC directors serving on the compensation committee are associated with greater CEO risk-taking incentives (i.e., vega) and pay-for-performance...

We examine the effect of board members with venture capital experience (i.e., VC directors) on executive incentives at publicly listed firms. VC directors serving on the compensation committee are associated with greater CEO risk-taking incentives (i.e., vega) and greater pay-for-performance...