National Bureau of Economic Research
NBER: Executive Pay and Risk-Taking

Executive Pay and Risk-Taking

From: Matthew McCabe <corp_gov_at_law.harvard.edu>
Date: Wed, 2 Jun 2010 09:06:37 -0400 (EDT)

Program on Corporate Governance
Harvard Law School
http://www.law.harvard.edu/programs/olin_center/corporate_governance

The Program on Corporate Governance is pleased to announce the issuance or publication of three studies on executive pay and risk-taking:

Paying for Long-Term Performance
by Lucian A. Bebchuk and Jesse Fried
The Wages of Failure: Executive Compensation at Bear Stearns and Lehman 2000-2008
by Lucian A. Bebchuk, Alma Cohen and Holger Spamann
Regulating Bankers' Pay
by Lucian A. Bebchuk and Holger Spamann

The Program?s research project on executive pay and risk-taking was supported by the IRRC Institute. Below are abstracts of these three studies and links to them (as well as information about the SSRN journal on Executive and Director Compensation and the HLS Forum).

Paying for Long-Term Performance
by Lucian A. Bebchuk and Jesse Fried
Download Paper
(As revised for publication in the University of Pennsylvania Law Review (2010))

Abstract:
Firms, investors, and regulators around the world are now seeking to ensure that the compensation of public company executives is tied to long-term results, in part to avoid incentives for excessive risk taking. This paper examines how best to achieve this objective. Focusing on equity-based compensation, the primary component of executive pay, we identify how such compensation should best be structured to tie pay to long-term performance. We analyze the optimal design of limitations on the unwinding of equity incentives, and propose that firms adopt both grant-based and aggregate limitations on unwinding. We also analyze how equity compensation should be designed to prevent the gaming of equity grants at the front end and the gaming of equity dispositions at the back end. Finally, we emphasize the need for widespread adoption of robust limitations on executives? use of hedging and derivative transactions that weaken the tie between executive payoffs and the long-term stock price that well-designed equity compensation is intended to produce.
The Wages of Failure: Executive Compensation at Bear Stearns and Lehman 2000-2008
by Lucian A. Bebchuk, Alma Cohen and Holger Spamann
Download Paper
(As revised for publication in the Yale Journal on Regulation (2010))

Abstract:
The standard narrative of the meltdown of Bear Stearns and Lehman Brothers assumes that the wealth of the top executives of these firms was largely wiped out along with their firms. Commentators have used this assumed fact as a basis for dismissing both the role of compensation structures in inducing risk-taking and the potential value of reforming such structures. This paper provides a case study of compensation at Bear Stearns and Lehman during 2000-2008 and concludes that this assumed fact is incorrect.

We find that the top-five executive teams of these firms cashed out large amounts of performance-based compensation during the 2000-2008 period. During this period, they were able to cash out large amounts of bonus compensation that was not clawed back when the firms collapsed, as well as to pocket large amounts from selling shares. Overall, we estimate that the top executive teams of Bear Stearns and Lehman Brothers derived cash flows of about $1.4 billion and $1 billion respectively from cash bonuses and equity sales during 2000-2008. These cash flows substantially exceeded the value of the executives? initial holdings in the beginning of the period, and the executives? net payoffs for the period were thus decidedly positive. We discuss the implications of our analysis for understanding the possible role that pay arrangements have played in the run-up to the financial crisis and how they should be reformed going forward.

Regulating Bankers' Pay
by Lucian A. Bebchuk and Holger Spamann
Download Paper
(As finalized for publication in 98 Georgetown Law Journal 247-287 (2010))

This paper seeks to make three contributions to understanding how banks? executive pay has produced incentives for excessive risk-taking and how such pay should be reformed. First, although there is now wide recognition that pay packages focused excessively on short-term results, we analyze a separate and critical distortion that has received little attention. Equity-based awards, coupled with the capital structure of banks, tie executives? compensation to a highly levered bet on the value of banks? assets. Because bank executives expect to share in any gains that might flow to common shareholders, but are insulated from losses that the realization of risks could impose on preferred shareholders, bondholders, depositors, and taxpayers, executives have incentives to give insufficient weight to the downside of risky strategies.

Second, we show that corporate governance reforms aimed at aligning the design of executive pay arrangements with the interests of banks? common shareholders ? such as advisory shareholder votes on compensation arrangements, use of restricted stock awards, and increased director oversight and independence ? cannot eliminate the identified problem. While such measures could eliminate risk-taking that is excessive even from shareholders? point of view, they cannot be expected to prevent risk-taking that serves shareholders but is socially excessive.

Third, we develop a case for using regulation of banks? executive pay as an important element of financial regulation. We provide a normative foundation for such pay regulation, analyze how regulators should monitor and regulate bankers? pay, and show how pay regulation can complement and reinforce the traditional forms of financial regulation.

The New E-journal on Compensation of Executives and Directors:

On this occasion, the Program would also like to draw readers' attention to the new e-journal on Compensation of Executives and Directors of SSRN's Corporate Governance Network (CGN). This journal, which is sponsored by the IRRC institute and edited by members of the Program, contains recent working papers that deal with compensation of top executives, compensation of mid-level executives, director compensation, and similar topics.

The journal collects abstracts on these topics from all new submissions to the entire SSRN database irrespective of discipline. It brings together contributions from accounting, economics, finance, law, management, sociology and psychology. Thus, this e-journal provides its readers with a full exposure to all new papers related to its subject matter placed on SSRN.

To subscribe to the journal, click here. For an overview of CGN and its journals, please click here.

New on the HLS Forum on Corporate Governance and Financial Regulation:

Posts placed during the past ten days include:
Understanding RiskMetrics Compensation "GRId"
FAS 157 and the Impact of Corporate Governance Mechanisms
Detailed Summary of Senate Financial Reform Bill
Pending U.S. and E.U. Legislation Promises Broad Changes for Private Fund Managers
Combining Banking with Private Equity Investing
Inefficiencies in the Information Thicket
Rating the Raters
Understanding RiskMetrics Shareholder Rights "GRId"
Agency Costs, Mispricing, and Ownership Structure
OECD Provides Guidance for Anti-Bribery Compliance Programs

Please visit the Harvard Law School Forum at:
http://blogs.law.harvard.edu/corpgov

Or sign up to get email announcements about new posts on the Forum at:
http://blogs.law.harvard.edu/corpgov/announcements
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Received on Wed Jun 02 2010 - 09:06:37 EDT