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...

Under current fiduciary rules, directors who fail to maintain an undivided loyalty to common shareholders are essentially “intruders,” exposed to shareholder retribution and liability for breach of fiduciary duty. This Article argues that the increasing appointment of “constituency...

The primacy of the principal-agent model of corporate governance is largely undisputed in the existing law and economics literature. Contrary to the prevailing opinion, this Article contends that the bilateral agency paradigm fails to accurately describe the incentive problems arising in the...

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 document the emergence of the lead independent director (LID) board role in a sample of U.S. firms in 1999-2015. We find that firms that adopt a LID board role are larger and have more independent boards, higher institutional investor holdings, and an NYSE listing. Firms with greater...

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...

Prior research has often taken the view that entrenched managers tend to avoid debt. Contrary to this view, we find that firms with entrenched managers, as measured by the Gompers et al. (2003) governance index, use more debt finance and have higher leverage ratios. To address the potential...