scholarly journals Corporate governance issues surrounding executive compensation and executive severance

2021 ◽  
Author(s):  
Andrea W. Zanetti
Keyword(s):  
Executive Compensation ◽  
Board Independence ◽  
Substantial Influence ◽  
Publicly Traded ◽  
Business Corporation ◽  
Effective Governance ◽  
Corporation Law ◽  
Managerial Power ◽  
Legislative Framework

This paper seeks to explain why and how executive severances of publicly-traded Canadian and U.S. companies have reached the financial levels they have, generating public and shareholder outrage and causing governments on both sides of the border to introduce new legislation. The paper investigates the role of the CEO, boards and shareholders in the setting of executive compensation. As the origins ofthe three roles lie in business corporation law, the legislative framework of Canadian and U.S. companies is presented to permit the reader to understand the legal accountabilities and rights of each of the three parties. The paper identifies that executives may exercise substantial influence over boards, possibly impeding effective governance. The paper concludes that effective governance, including greater board independence and board competence in executive compensation matters will help to improve board functioning and minimize the effects of the agency problem, cronyism and managerial power.

scholarly journals Corporate governance issues surrounding executive compensation and executive severance

2021 ◽  
Author(s):  
Andrea W. Zanetti
Keyword(s):  
Executive Compensation ◽  
Board Independence ◽  
Substantial Influence ◽  
Publicly Traded ◽  
Business Corporation ◽  
Effective Governance ◽  
Corporation Law ◽  
Managerial Power ◽  
Legislative Framework

This paper seeks to explain why and how executive severances of publicly-traded Canadian and U.S. companies have reached the financial levels they have, generating public and shareholder outrage and causing governments on both sides of the border to introduce new legislation. The paper investigates the role of the CEO, boards and shareholders in the setting of executive compensation. As the origins ofthe three roles lie in business corporation law, the legislative framework of Canadian and U.S. companies is presented to permit the reader to understand the legal accountabilities and rights of each of the three parties. The paper identifies that executives may exercise substantial influence over boards, possibly impeding effective governance. The paper concludes that effective governance, including greater board independence and board competence in executive compensation matters will help to improve board functioning and minimize the effects of the agency problem, cronyism and managerial power.

scholarly journals Executive Compensation as an Agency Problem

2003 ◽  
Vol 17 (3) ◽  
pp. 71-92 ◽  
Author(s):  
Lucian Arye Bebchuk ◽  
Jesse M Fried
Keyword(s):  
Executive Compensation ◽  
Agency Problem ◽  
Substantial Influence ◽  
Ceo Power ◽  
Publicly Traded ◽  
Retirement Benefits ◽  
Publicly Traded Companies ◽  
Managerial Power ◽  
Perverse Incentives ◽  
Dispersed Ownership

This paper provides an overview of the main theoretical elements and empirical underpinnings of a “managerial power” approach to executive compensation. Under this approach, the design of executive compensation is viewed not only as an instrument for addressing the agency problem between managers and shareholders but also as part of the agency problem itself. Boards of publicly traded companies with dispersed ownership, we argue, cannot be expected to bargain at arm's length with managers. As a result, managers wield substantial influence over their own pay arrangements, and they have an interest in reducing the saliency of the amount of their pay and the extent to which that pay is decoupled from managers' performance. We show that the managerial power approach can explain many features of the executive compensation landscape, including ones that many researchers have long viewed as puzzling. Among other things, we discuss option plan design, stealth compensation, executive loans, payments to departing executives, retirement benefits, the use of compensation consultants, and the observed relationship between CEO power and pay. We also explain how managerial influence might lead to substantially inefficient arrangements that produce weak or even perverse incentives.

Slack in family firms: evidence from Italy (2006-2010)

2014 ◽  
Vol 4 (2) ◽  
pp. 171-193 ◽  
Author(s):  
Giacomo Laffranchini ◽  
Mike Braun
Keyword(s):  
Family Firms ◽  
Least Square ◽  
Curvilinear Relationship ◽  
Board Independence ◽  
Reverse Causality ◽  
Publicly Traded ◽  
Content Type ◽  
Family Enterprises ◽  
The Relationship

Purpose – The purpose of this paper is to examine the relationship between available slack and firm performance in Italian family-controlled public firms (FCPFs) from 2006 to 2010. In addition the authors analyze the moderating effects of specific board structure variables on the relationship between slack resources and firms’ performance. Design/methodology/approach – A pooled cross-section of family and non-family publicly traded firms was drawn from COMPUSTAT global and matched with corporate governance and family firm variables hand-collected from companies’ standard profiles from Italy's primary stock exchange, Borsa Italiana. The hypotheses were tested using the feasible generalized least square method in order to analyze the data from 583 firms-observations, controlling for self-selection bias and reverse causality. Findings – The study shows that FCPFs with available slack experience less than proportionate increases in performance, suggesting a concave curvilinear slack-performance relationship. However, the slack-performance relationship is contingent on board independence and board size: greater board independence and larger boards in FCPFs relate to higher performance when the firm lacks or has too much slack available. The findings suggest that a balanced approach of oversight and stewardship helps families to make better resources allocation, to the benefit of outside shareholders as well. Research limitations/implications – The slack measure was restricted to available slack. Future studies can expand this research inquiry with other forms of slack, including potential and recoverable slack. The sample included only publicly traded family and non-family firms, thereby limiting the generalizability of the findings to other types of family enterprises. Lastly, the results only attend to the slack-performance relationship by controlling whether the firm's performance is below or above the industry average. Practical implications – Policy makers and non-family stakeholders may rely on the findings better understand the factors that can alter the family's propensity for risks and its related strategic decisions in the Italian context. Procedures to fully monitor family management's decision making or, at the other extreme, to give the family free reign are likely to disadvantage families, their business, and their outside stakeholders. Originality/value – The study reconciles the debate on the role of slack on firms’ performance by proposing a curvilinear relationship. The study is one of only a handful of research inquiries centrally addressing the role of slack in family-owned businesses, and the only analysis focussed on Italian FCPFs.

scholarly journals Law, Economics, and Beyond: A Case for Retheorizing the Business Corporation

2011 ◽  
Vol 55 (4) ◽  
pp. 911-964
Author(s):  
P. M. Vasudev
Keyword(s):  
Public Policy ◽  
Economic Theory ◽  
Critical Analysis ◽  
Agency Costs ◽  
Executive Pay ◽  
Hostile Takeovers ◽  
Business Corporation ◽  
Share Prices ◽  
Managerial Power

This essay presents a critical analysis of the economic theory of corporations and its idioms, such as “nexus of contracts”, “agency costs”, and “shareholder value”. It calls for the development of a richer and more inclusive theory of business corporations that draws on the experience of the last three decades and better addresses the needs of the post-Enron, post-AIG world. The author identifies the following shortcomings of the economic theory of corporations. First, the contractarian interpretation overlooks the role of law and public policy in corporations. Second, using share prices as the yardstick of corporate performance and encouraging practices such as the buyback of shares have serious implications for the competitiveness and sustainability of corporations. Third, there is inadequate attention to the characteristic and normative distinctions between debt and equity. And fourth, hostile takeovers are treated as virtually the only solution to entrenched managements. The problem of managerial power must be reviewed in the light of evidence regarding managerial power and the efficacy of boards. Equally, there is a case for developing a more deliberated, fair, and equitable policy on executive pay.

FISCAL ROLE OF EXCISE TAX ON EXCISE GOODS MANUFACTURED IN UKRAINE IN CONDITIONS OF CONSTANT CHANGES IN TAX LEGISLATION AND PANDEMIC COVID-19

2017 ◽  
Author(s):  
Natalia Rudenko ◽  
◽  
Tatiana Tuchak ◽  
Keyword(s):  
European Integration ◽  
Economic Crisis ◽  
The State ◽  
Excise Tax ◽  
Tax Revenues ◽  
Tax Legislation ◽  
Economic Stagnation ◽  
Legislative Framework ◽  
Main Factors

The article analyzes the fiscal role of the excise tax on excisable goods (products) produced in Ukraine in the context of permanent changes in the tax legislative framework and within the framework of the global crisis through the coronavirus disease COVID-19. The concept of excise tax has been substantiated, a list of excisable products (goods) has been provided in accordance with legislative acts, the payers of this tax have been specified. The most important events and transactions that influenced the amount of tax revenues from excise tax are investigated. The authors believe that the main reason for the changes in the administration process and the receipt of the excise tax are the European integration transformations and the conditions of the global socio-economic crisis. Based on the difficult economic situation in the state, some legislative acts regulating the collection of excise tax from excisable products produced in the country were considered. It was revealed that a moratorium on the payment of excise tax was imposed on the territory of the studied state for a certain period. This event made its own adjustments to the proceeds from the payment of excise tax on excisable products (goods) produced domestically, and also allowed domestic producers to move from the place of economic stagnation. In Ukraine, they began to actively manufacture and sell antiseptic and disinfectants of their own production to protect citizens. According to the data of the State Treasury Service of Ukraine, the authors analyzed the indicators of tax revenues for each type of excisable products (goods) of domestic production. It was revealed from which products more tax was received during the study period. The main factors that influenced the receipts of excise tax from excisable goods produced on the territory of Ukraine in the period of 2019, as well as for 9 months of 2020, have been determined.

CEO Compensation and Acquired and Acquiring Companies in Large Corporate Acquisitions

GIS Business ◽  
2016 ◽  
Vol 11 (5) ◽  
pp. 01-13
Author(s):  
Simon Yang
Keyword(s):  
Firm Performance ◽  
Executive Compensation ◽  
Ceo Compensation ◽  
Relative Sensitivity ◽  
Matched Sample ◽  
Executive Pay ◽  
Corporate Acquisitions ◽  
Acquiring Firms ◽  
Managerial Power ◽  
To Receive

This paper examines the relative sensitivity of CEO compensation of both acquiring and acquired firms in the top 30 U.S. largest corporate acquisitions in each year for the period of 2003 to 2012. We find that total compensation and bonus granted to executive compensation for acquired companies, not acquiring companies, are significantly related to the amount of acquisition deal even after the size and firm performance are controlled for. Both acquiring and acquired CEOs are found to make the significantly higher compensation than the matched sample firms in the same industry and calendar year. We also find that executives with higher managerial power, as measured by a lower salary-based compensation mix, prior to a corporate acquisition are more likely to receive a higher executive pay in the year of acquisition. The association between executive compensation and managerial power seems to be stronger for acquired firms than for acquiring firms in corporate acquisition. Overall, our findings suggest that corporate acquisition has higher impacts on executive compensation for acquired firm CEOs than for acquiring firm CEOs.

scholarly journals The Effects of Managerial Competency and Local Religiosity on Corporate Environmental Responsibility

2021 ◽  
Vol 13 (11) ◽  
pp. 5857
Author(s):  
Chuluunbat Tsendsuren ◽  
Prayag Lal Yadav ◽  
Sangsoo Kim ◽  
Seung-Hun Han
Keyword(s):  
Risk Taking ◽  
Environmental Responsibility ◽  
Corporate Environmental Responsibility ◽  
Negative Effects ◽  
Publicly Traded ◽  
Environmental Practices ◽  
Corporate Behavior ◽  
Environmental Engagement ◽  
Managerial Competency

This study investigates the influence of local religious beliefs to evaluate managerial motives towards corporate environmental engagement, considering the growing attention of the role of external factors in shaping corporate behavior. Using Newsweek’s green rankings of the largest publicly traded US firms by market capitalization from 2014–2016, we find that competent managers show a higher strategic preference for corporate environmental practices in firms located in low-Protestant or high-Catholic areas exhibiting higher risk and uncertainty, which tend to mitigate the negative effects of risky environments. We find that corporate environmental practices positively influence the sales of firms in high risk-taking states. This study provides significant contributions to the literature documenting the consequences of local religious risk-taking behavior and elaborates on the perceptions of competent managers on environmental management. The results provide valuable insights for practitioners and policymakers looking to incorporate environmental practices.

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