24 May 2010
Venue: Roy Goode Room, Queen Mary University of London, School of Law, Postgraduate Centre, 67-69 Lincoln's Inn Fields, London WC2A 3JB
Executive Compensation in the Courts: Board Capture, Optimal Contracting and Officer Fiduciary Duties
A lecture by Randall Thomas, John S. Beasley II, Professor of Law and Business, Vanderbilt Law School and Professor of Management, Owen School of Business, Vanderbilt University.
Lord Hoffmann will Chair the Lecture.
This paper proposes a new approach to monitoring executive compensation. While the public seems convinced that executives at public corporations are paid too much, scholars are sharply divided. Advocates of “Board Capture” theory believe officers so dominate their boards that they can negotiate their own employment agreements and set their own pay. “Optimal contracting” theorists doubt this, contending that, given legal and economic constraints, executive compensation agreements are likely to be pretty good and benefit shareholders. Disputes about which theory is correct have hampered efforts to reform executive compensation practices.