Executive Pay and Shareholder Litigation

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Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (129 download)

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Book Synopsis Executive Pay and Shareholder Litigation by : Lin Peng

Download or read book Executive Pay and Shareholder Litigation written by Lin Peng and published by . This book was released on 2010 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: The paper examines the impact of executive compensation on private securities litigation. We find that incentive pay in the form of options increases the probability of securities class action litigation, holding constant a wide range of firm characteristics. We further document that there is abnormal upward earnings manipulation during litigation class periods and that insiders exercise more options and sell more shares during class periods, but that this activity is largely driven by pre-existing option holdings of the managers. Our results suggest that option-based compensation may have the unintended side effect of giving executives an incentive to focus excessively on the short term share price.

Executive Pay, Earnings Manipulation and Shareholder Litigation

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Publisher :
ISBN 13 :
Total Pages : 48 pages
Book Rating : 4.:/5 (129 download)

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Book Synopsis Executive Pay, Earnings Manipulation and Shareholder Litigation by : Ailsa Röell

Download or read book Executive Pay, Earnings Manipulation and Shareholder Litigation written by Ailsa Röell and published by . This book was released on 2006 with total page 48 pages. Available in PDF, EPUB and Kindle. Book excerpt: The paper examines the impact of executive compensation on private securities litigation. We find that incentive pay in the form of options increases the probability of securities class action litigation, holding constant a wide range of firm characteristics. We further document that there is abnormal upward earnings manipulation during litigation class periods and that insiders exercise more options and sell more shares during class periods, but that this activity is largely driven by pre-existing option holdings of the managers. Our results suggest that option-based compensation may have the unintended side effect of giving executives an incentive to focus excessively on the short term share price.

Executive Pay, Earnings Mainopulation and Shareholder Litigation

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Author :
Publisher :
ISBN 13 :
Total Pages : 30 pages
Book Rating : 4.:/5 (54 download)

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Book Synopsis Executive Pay, Earnings Mainopulation and Shareholder Litigation by : Lin Peng

Download or read book Executive Pay, Earnings Mainopulation and Shareholder Litigation written by Lin Peng and published by . This book was released on 2003 with total page 30 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Corporate Governance, Executive Compensation and Securities Litigation

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Publisher :
ISBN 13 :
Total Pages : 46 pages
Book Rating : 4.:/5 (129 download)

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Book Synopsis Corporate Governance, Executive Compensation and Securities Litigation by : Eric L. Talley

Download or read book Corporate Governance, Executive Compensation and Securities Litigation written by Eric L. Talley and published by . This book was released on 2013 with total page 46 pages. Available in PDF, EPUB and Kindle. Book excerpt: It is generally accepted that good corporate governance, executive compensation and the threat of litigation are all important mechanisms for incentivizing managers of public corporations. While there are significant and robust literatures analyzing each of these policy instruments in isolation, their mutual relationship and interaction has received somewhat less attention. Such neglect is mildly surprising in light of a strong intuition that the three devices are structurally related to one another (either as complements or substitutes). In this paper, we construct an agency cost model of the firm in which corporate governance protections, executive compensation levels, and litigation incentives are all endogenously determined. We then test the predictions of the model using a firm-level data set including governance, executive compensation, and securities litigation variables. Consistent with our predictions, we find governance and compensation to be structural substitutes with one another, so that more protective governance structures tend to coincide with lower-powered incentives in executive contracts. Also consistent with our predictions, we find executive compensation and shareholder litigation appear to be structural complements to one another, so that higher powered incentives tend to catalyze more frequent litigation. In fact, we estimate that each 1% increase in the incentive component of a CEO's contract predicts 0.3% increase in the likelihood of a securities class action and a $3.4 million dollar increase in expected settlement costs. In addition, the complementarity of executive compensation and litigation allows us to formulate new ways to test for the effects of legal reform, such as the Private Securities Litigation Reform Act of 1995. The results of our preliminary tests appear inconsistent with the claims of the statute's proponents that the PSLRA systematically discouraged non-meritorious litigation without burdening meritorious claims, particularly for firms with relatively low volatility.

Research Handbook on Representative Shareholder Litigation

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Publisher : Edward Elgar Publishing
ISBN 13 : 1786435349
Total Pages : 576 pages
Book Rating : 4.7/5 (864 download)

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Book Synopsis Research Handbook on Representative Shareholder Litigation by : Sean Griffith

Download or read book Research Handbook on Representative Shareholder Litigation written by Sean Griffith and published by Edward Elgar Publishing. This book was released on 2018-11-30 with total page 576 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.

Executive Compensation

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Publisher : Wolters Kluwer
ISBN 13 : 1543812775
Total Pages : 1456 pages
Book Rating : 4.5/5 (438 download)

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Book Synopsis Executive Compensation by : Michael Melbinger

Download or read book Executive Compensation written by Michael Melbinger and published by Wolters Kluwer. This book was released on 2018-11-16 with total page 1456 pages. Available in PDF, EPUB and Kindle. Book excerpt: Executive Compensation, Third Edition, enables you to design executive compensation packages that not only comply with the long list of laws governing this area but also pass muster with entities and interest groups as diverse as stock exchanges, shareholder organizations, and accountants. Author Michael S. Melbinger has structured Executive Compensation to provide the current, basic framework needed to design, draft, and apply executive compensation programs. This is the essential reference for: Executives Board members In-house and outside attorneys Compensation consultants Accountants and other compensation and human resources professionals This practical resource enables you to analyze the effects, advantages, disadvantages, and potential pitfalls of nearly all of the applicable legal, market, and other factors when designing, drafting, and administering executive compensation programs. The Third Edition of Executive Compensation has been updated with extensive analysis of how certain developments continue to affect executive compensation, including: The Tax Cuts and Jobs Act of 2017 The release of SEC rules on several sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act The evolution of different forms of compensation and best practices for companies’ compensation committees The increase in litigation over executive and director compensation Executive Compensation also examines numerous court decisions, including a surge in litigation over the fiduciary duty of boards of directors when setting their own compensation and a revival of lawsuits over “excessive executive compensation.”

Pay without Performance

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Publisher : Harvard University Press
ISBN 13 : 067426195X
Total Pages : 293 pages
Book Rating : 4.6/5 (742 download)

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Book Synopsis Pay without Performance by : Lucian Bebchuk

Download or read book Pay without Performance written by Lucian Bebchuk and published by Harvard University Press. This book was released on 2006-09-30 with total page 293 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.

Research Handbook on the Economics of Corporate Law

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Publisher : Edward Elgar Publishing
ISBN 13 : 1781005214
Total Pages : 497 pages
Book Rating : 4.7/5 (81 download)

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Book Synopsis Research Handbook on the Economics of Corporate Law by : Claire A. Hill

Download or read book Research Handbook on the Economics of Corporate Law written by Claire A. Hill and published by Edward Elgar Publishing. This book was released on 2012-04-01 with total page 497 pages. Available in PDF, EPUB and Kindle. Book excerpt: Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.

Take on the Street

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Publisher : Vintage
ISBN 13 : 0375422358
Total Pages : 352 pages
Book Rating : 4.3/5 (754 download)

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Book Synopsis Take on the Street by : Arthur Levitt

Download or read book Take on the Street written by Arthur Levitt and published by Vintage. This book was released on 2002-10-08 with total page 352 pages. Available in PDF, EPUB and Kindle. Book excerpt: In Take on the Street, Arthur Levitt--Chairman of the Securities and Exchange Commission for eight years under President Clinton--provides the best kind of insider information: the kind that can help honest, small investors protect themselves from the deliberately confusing ways of Wall Street. At a time when investor confidence in Wall Street and corporate America is at an historic low, when many are seriously questioning whether or not they should continue to invest, Levitt offers the benefits of his own experience, both on Wall Street and as its chief regulator. His straight talk about the ways of stockbrokers (they are salesmen, plain and simple), corporate financial statements (the truth is often hidden), mutual fund managers (remember who they really work for), and other aspects of the business will help to arm everyone with the tools they need to protect—and enhance—their financial future.

Shareholder Lawsuits

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Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)

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Book Synopsis Shareholder Lawsuits by : David F. Larcker

Download or read book Shareholder Lawsuits written by David F. Larcker and published by . This book was released on 2013 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Shareholders of public companies are not responsible for designing executive compensation packages. Still, a shareholder vote on compensation is required in two circumstances: when a company wants to establish an equity-based compensation plan, and annually as part of the Dodd Frank requirement shareholders have an advisory “say on pay.” In deciding how to vote, shareholders rely on information provided in the annual proxy. Recently, shareholder groups have sued companies for inadequate disclosure. They allege that the companies provide insufficient disclosure to determine how they should vote on these matters. We explore this issue in closer detail and ask: How much disclosure is too much disclosure? If a company follows SEC guidelines, why is this not sufficient? When do lawsuits cross the line from legitimate to frivolous? If disclosure litigation is successful, what other board decisions would be subject to potential lawsuits? Topics, Issues and Controversies in Corporate Governance and Leadership: The Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important. Larcker and Tayan are co-authors of the book Corporate Governance Matters, and A Real Look at Real World Corporate Governance.

Corporate Litigation, Corporate Governance Restructuring, and Executive Compensation

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Publisher :
ISBN 13 :
Total Pages : 648 pages
Book Rating : 4.:/5 (1 download)

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Book Synopsis Corporate Litigation, Corporate Governance Restructuring, and Executive Compensation by : Chelsea C. Liu

Download or read book Corporate Litigation, Corporate Governance Restructuring, and Executive Compensation written by Chelsea C. Liu and published by . This book was released on 2013 with total page 648 pages. Available in PDF, EPUB and Kindle. Book excerpt: This thesis examines corporate governance consequences within US publicly-listed companies, following encounters with litigation. Corporate litigation can impose significant wealth losses upon the sued companies, giving rise to both agency and reputational incentives to instigate changes. The thesis addresses the issue of whether, and to what extent, public companies undergo internal changes following litigation, and examines the various penalties incurred by the executive officers of the sued corporations. A large sample of lawsuits filed against the Standard and Poor's 1,500 companies during 2000-2007 is employed, comprising environmental violations, securities fraud, antitrust litigation, intellectual property infringements, and contractual disputes. The thesis further investigates the roles of lawsuit-specific characteristics, including the nature of allegations, their economic magnitudes, and their legal merits, in predicting the observed changes. Chapter 2 summarizes the literature documenting a decline in market valuation upon the filing of lawsuits against public companies, and briefly outlines the issues pertaining to each type of litigation examined in this thesis. Chapter 3 details the procedures for collecting litigation data, and explores the characteristics of the lawsuits included in the dataset. Chapter 4 investigates executive turnover following litigation filings. By employing probit regressions and the Heckman Selection Model, this chapter produces evidence that the filing of lawsuits is associated with an increase in CEO turnover within the defendant companies. The nature of the allegations (particularly securities, intellectual property, and antitrust lawsuits) and their legal merits (proxied by their manner of disposition) exhibit strong explanatory powers, indicating that agency concerns rather than reputational incentives appear to be driving the increased executive turnover. Chapter 5 investigates whether sued companies subsequently undergo restructurings in their boards of directors, by examining the change in board independence and size. Empirical evidence shows that board independence tends to increase, particularly following securities and contractual lawsuits. The changes are associated with the economic magnitudes of the lawsuits but not their legal merits. Chapter 6 focuses on the economic penalties imposed on the CEOs by a decrease in their remuneration. Empirical evidence shows that CEOs of sued companies tend to incur a reduction in cash and bonus compensation following litigation filings. The reduction is particularly associated with intellectual property and contractual lawsuits. Chapter 7 then examines the reputational penalties incurred by the CEOs following corporate lawsuit filings. It documents that, following securities lawsuits, CEOs are more likely to lose outside directorships held in other companies. Additionally, CEOs who depart from the sued companies during the period surrounding litigation filings tend to face an impaired prospect of finding comparative reemployment, especially following contractual lawsuits. This thesis contributes to the literature by extending the realm of the existing investigations beyond the traditional focus upon securities and fraud allegations. It examines the public companies' responses to a diverse range of different types of corporate lawsuits. The findings shed light on corporate attitudes towards allegations of different natures. They also have implications for regulators, informing them of the non-legal penalties faced by managers of public companies for allegedly breaching the law.

Bank of America Corporation: Securities and Exchange Commission Litigation Supporting Brief

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Author :
Publisher : DIANE Publishing
ISBN 13 : 1457810514
Total Pages : 10 pages
Book Rating : 4.4/5 (578 download)

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Book Synopsis Bank of America Corporation: Securities and Exchange Commission Litigation Supporting Brief by :

Download or read book Bank of America Corporation: Securities and Exchange Commission Litigation Supporting Brief written by and published by DIANE Publishing. This book was released on with total page 10 pages. Available in PDF, EPUB and Kindle. Book excerpt:

SEC News Digest

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Publisher :
ISBN 13 :
Total Pages : 504 pages
Book Rating : 4.:/5 (1 download)

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Book Synopsis SEC News Digest by : United States. Securities and Exchange Commission

Download or read book SEC News Digest written by United States. Securities and Exchange Commission and published by . This book was released on 1971-07 with total page 504 pages. Available in PDF, EPUB and Kindle. Book excerpt: Lists documents available from Public Reference Section, Securities and Exchange Commission.

Pay Without Performance

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Publisher : Harvard University Press
ISBN 13 : 9780674020634
Total Pages : 308 pages
Book Rating : 4.0/5 (26 download)

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Book Synopsis Pay Without Performance by : Lucian A. Bebchuk

Download or read book Pay Without Performance written by Lucian A. Bebchuk and published by Harvard University Press. This book was released on 2004 with total page 308 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.

Protecting investors and fostering efficient markets : a review of the SEC agenda : hearing

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Author :
Publisher : DIANE Publishing
ISBN 13 : 9781422323335
Total Pages : 136 pages
Book Rating : 4.3/5 (233 download)

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Book Synopsis Protecting investors and fostering efficient markets : a review of the SEC agenda : hearing by :

Download or read book Protecting investors and fostering efficient markets : a review of the SEC agenda : hearing written by and published by DIANE Publishing. This book was released on with total page 136 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Executive Compensation

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Author :
Publisher :
ISBN 13 :
Total Pages : 890 pages
Book Rating : 4.F/5 ( download)

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Book Synopsis Executive Compensation by :

Download or read book Executive Compensation written by and published by . This book was released on 2004 with total page 890 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Compensation Committee Handbook

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Author :
Publisher : Wiley
ISBN 13 : 0471698407
Total Pages : 352 pages
Book Rating : 4.4/5 (716 download)

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Book Synopsis Compensation Committee Handbook by : James F. Reda

Download or read book Compensation Committee Handbook written by James F. Reda and published by Wiley. This book was released on 2004-10-27 with total page 352 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Second Edition provides a comprehensive review of the issues facing compensation committees and covers functional issues such as organising, planning, and best practice tips. Compliance advice on the implications of Sarbanes-Oxley and other regulations is addressed along with new requirements on disclosures of financial transactions involving management and principal stockholders.