Cash versus incentive compensation: Lawsuits and director pay
AbstractThe role of the board of directors is to oversee managerial decisions and to protect the interests of shareholders. While director pay historically is a small cash fee, many corporations now use both stock and option grants as a part of a director's compensation. This paper examines whether this incentive pay aligns the interests of directors with those of the shareholders. We study the special case of shareholder lawsuits that specifically name the board of directors. These lawsuits indicate a breakdown in the trust and therefore the relationship between shareholders and directors. We find that when directors are paid with high incentive pay (designed to align their interests with shareholders) there is a greater incidence of lawsuits. Interestingly, greater cash compensation actually reduces the likelihood of a lawsuit.
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Bibliographic InfoArticle provided by Elsevier in its journal Journal of Business Research.
Volume (Year): 65 (2012)
Issue (Month): 7 ()
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Web page: http://www.elsevier.com/locate/jbusres
Lawsuits; Compensation; Corporate governance; Options;
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- Firth, Michael & Fung, Peter M.Y. & Rui, Oliver M., 2007. "How ownership and corporate governance influence chief executive pay in China's listed firms," Journal of Business Research, Elsevier, vol. 60(7), pages 776-785, July.
- Hirshleifer, David & Thakor, Anjan V., 1994. "Managerial performance, boards of directors and takeover bidding," Journal of Corporate Finance, Elsevier, vol. 1(1), pages 63-90, March.
- Kuan, Tsung-Han & Li, Chu-Shiu & Chu, Shin-Herng, 2011. "Cash holdings and corporate governance in family-controlled firms," Journal of Business Research, Elsevier, vol. 64(7), pages 757-764, July.
- Eric Helland & Michael Sykuta, 2005. "Who's Monitoring the Monitor? Do Outside Directors Protect Shareholders' Interests?," The Financial Review, Eastern Finance Association, vol. 40(2), pages 155-172, 05.
- Ryan, Harley Jr. & Wiggins, Roy III, 2004. "Who is in whose pocket? Director compensation, board independence, and barriers to effective monitoring," Journal of Financial Economics, Elsevier, vol. 73(3), pages 497-524, September.
- Brick, Ivan E. & Palmon, Oded & Wald, John K., 2006. "CEO compensation, director compensation, and firm performance: Evidence of cronyism?," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 403-423, June.
- Chen, Yenn-Ru & Ma, Yulong, 2011. "Revisiting the risk-taking effect of executive stock options on firm performance," Journal of Business Research, Elsevier, vol. 64(6), pages 640-648, June.
- Gillan, Stuart L., 2006. "Recent Developments in Corporate Governance: An Overview," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 381-402, June.
- Steven Drucker & Manju Puri, 2005. "On the Benefits of Concurrent Lending and Underwriting," Journal of Finance, American Finance Association, vol. 60(6), pages 2763-2799, December.
- Ferris, Stephen P. & Jandik, Tomas & Lawless, Robert M. & Makhija, Anil, 2007. "Derivative Lawsuits as a Corporate Governance Mechanism: Empirical Evidence on Board Changes Surrounding Filings," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 42(01), pages 143-165, March.
- Philip D. Drake & Michael R. Vetsuypens, 1993. "IPO Underpricing and Insurance Against Legal Liability," Financial Management, Financial Management Association, vol. 22(1), Spring.
- David Yermack, 2004. "Remuneration, Retention, and Reputation Incentives for Outside Directors," Journal of Finance, American Finance Association, vol. 59(5), pages 2281-2308, October.
- Anwar Boumosleh, 2009. "Director Compensation and the Reliability of Accounting Information," The Financial Review, Eastern Finance Association, vol. 44(4), pages 525-539, November.
- David A. Becher & Terry L. Campbell II & Melissa B. Frye, 2005.
"Incentive Compensation for Bank Directors: The Impact of Deregulation,"
The Journal of Business,
University of Chicago Press, vol. 78(5), pages 1753-1778, September.
- David A. Becher & Terry L. Campbell II & Melissa B. Frye, 2003. "Incentive compensation for bank directors: the impact of deregulation," Proceedings 871, Federal Reserve Bank of Chicago.
- Merle Erickson & Michelle Hanlon & Edward L. Maydew, 2006. "Is There a Link between Executive Equity Incentives and Accounting Fraud?," Journal of Accounting Research, Wiley Blackwell, vol. 44(1), pages 113-143, 03.
- Denis, David J. & Hanouna, Paul & Sarin, Atulya, 2006. "Is there a dark side to incentive compensation?," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 467-488, June.
- Core, John & Guay, Wayne, 1999. "The use of equity grants to manage optimal equity incentive levels," Journal of Accounting and Economics, Elsevier, vol. 28(2), pages 151-184, December.
- Lin Peng & Ailsa Röell, 2008. "Executive pay and shareholder litigation," Review of Finance, European Finance Association, vol. 12(1), pages 141-184.
- Mason Gerety & Chun-Keung Hoi & Ashok Robin, 2001. "Do Shareholders Benefit from the Adoption of Incentive Pay for Directors?," Financial Management, Financial Management Association, vol. 30(4), Winter.
- Eliezer M. Fich & Anil Shivdasani, 2006. "Are Busy Boards Effective Monitors?," Journal of Finance, American Finance Association, vol. 61(2), pages 689-724, 04.
- Cheng-Feng Cheng, 2012. "Evaluate the Effectiveness of Manager Compensation," International Journal of Business and Economics, College of Business, and College of Finance, Feng Chia University, Taichung, Taiwan, vol. 11(1), pages 25-44, June.
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