The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

Corporate governance constitutes the internal and external institutions, markets, policies, and processes designed to help companies maximize their efficiency and value. In this collection of classic and current articles from the Journal of Applied Corporate Finance, thought leaders such as Michael Jensen and Robert Monks discuss the corporate mission of value maximization and the accomplishments and limitations of U.S. governance in achieving that end. They address the elements driving corporate value: the board of directors, compensation for CEOs and other employees, incentives and organizational structure, external ownership and control, role of markets, and financial reporting. They evaluate best practice methods, challenges in designing equity plans, the controversy over executive compensation, the values of decentralization, identifying and attracting the "right" investors, the evolution of shareholder activism, creating value through mergers and acquisitions, and the benefits of just saying no to Wall Street's "earnings game." Grounded in solid research and practice, U.S. Corporate Governance is a crucial companion for navigating the world of modern finance.

A timely look at how to evaluate and determine executive pay Recognized as the leading expert on executive compensation, Robin Ferracone combines her own 20 years of experience with interviews with executives and compensation committees to provide a clear examination of and guidance on determining pay packages, actions, and designs. and Over the past 25 years, the author has created a database of executive pay across 44,000 companies, broken down by company performance, company revenue and industry. Using this data, the author provides boards and individuals evaluating executive pay with the ability to analytically determine an appropriate compensation package. Provides real-life stories, perspectives, and insights from thought leaders on executive compensation Contains interview with compensation committee members, executives, academicians, government leaders, and shareholder activists Research based on 44,000 companies broken down by performance, revenue and industry Offers a timely resource on a hot button topic.

"Pay for performance" has become a buzzword for the 1990s, as U.S. organizations seek ways to boost employee productivity. The new emphasis on performance appraisal and merit pay calls for a thorough examination of their effectiveness. Pay for Performance is the best resource to date on the issues of whether these concepts work and how they can be applied most effectively in the workplace. This important book looks at performance appraisal and pay practices in the private sector and describes whetherâ€"and howâ€"private industry experience is relevant to federal pay reform. It focuses on the needs of the federal government, exploring how the federal pay system evolved; available evidence on federal employee attitudes toward their work, their pay, and their reputation with the public; and the complicating and pervasive factor of politics.

There is a strong movement today in management to encourage management practices based on research evidence. In the first volume of this handbook, I asked experts in 39 areas of management to identify a central principle that summarized and integrated the core findings from their specialty area and then to explain this principle and give real business examples of the principle in action. I asked them to write in non-technical terms, e.g., without a lot of statistics, and almost all did so. The previous handbook proved to be quite popular, so I was asked to edit a second edition. This new edition has been expanded to 33 topics, and there are some new authors for the previously included topics. The new edition also includes: updated case examples, updated references and practical exercises at the end of each chapter. It also includes a preface on evidence-based management. The principles for the first edition were intended to be relatively timeless, so it is no surprise that most of the principles are the same (though some chapter titles include more than one principle). This book could serve as a textbook in advanced undergraduate and in MBA courses. It could also be of use to practicing managers and not just those in Human Resource departments. Every practicing manager may not want to read the whole book, but I am willing to guarantee that every one will find at least one or more chapters that will be practically useful. In this time of economic crisis, the need for effective management practices is more acute than ever.

The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

The Handbook of the Economics of Corporate Governance, Volume One, covers all issues important to economists. It is organized around fundamental principles, whereas multidisciplinary books on corporate governance often concentrate on specific topics. Specific topics include Relevant Theory and Methods, Organizational Economic Models as They Pertain to Governance, Managerial Career Concerns, Assessment & Monitoring, and Signal Jamming, The Institutions and Practice of Governance, The Law and Economics of Governance, Takeovers, Buyouts, and the Market for Control, Executive Compensation, Dominant Shareholders, and more. Providing excellent overviews and summaries of extant research, this book presents advanced students in graduate programs with details and perspectives that other books overlook. - Concentrates on underlying principles that change little, even as the empirical literature moves on - Helps readers see corporate governance systems as interrelated or even intertwined external (country-level) and internal (firm-level) forces - Reviews the methodological tools of the field (theory and empirical), the most relevant models, and the field's substantive findings, all of which help point the way forward

This volume provides an up-to-the-minute survey of the field of corporate governance, focusing particularly on issues of convergence and diversity. A number of topics are discussed including bankruptcy procedures, initial public offerings, the role of large stakes, comparative corporate governance, and institutional investors.