University of Rochester Roundtable on Corporate M&a and Shareholder Value

In: Business and Management

Submitted By ynliu
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V O L U M E 1 7 | N U M B E R 4 | FALL 2005

Journal of


In This Issue: Executive Pay and Corporate Governance
Pay Without Performance: Overview of the Issues A Remedy for the Executive Pay Problem: The Case for “Compensation Discussion and Analysis” Developments in Remuneration Policy Corporate Culture and the Problem of Executive Compensation Taking Shareholder Protection Seriously? Corporate Governance in the U.S. and Germany University of Rochester Roundtable on Corporate M&A and Shareholder Value

Lucian A. Bebchuk, Harvard Law School, and Jesse M. Fried, University of California at Berkeley


Jeffrey N. Gordon, Columbia University


Alastair Ross Goobey, International Corporate Governance Network and Morgan Stanley Europe

41 44

Arthur Levitt, Jr., The Carlyle Group Theodor Baums, University of Frankfurt, and Kenneth E. Scott, Stanford Law School and Hoover Institution


Panelists: Robert Bruner, University of Virginia; Cliff Smith and Gregg Jarrell, University of Rochester; James Owen, The Bank Street Group; Marla Sincavage, Ernst & Young; and Matt Ostrower, Morgan Stanley. Moderated by Mark Zupan, University of Rochester.

Takeover Defenses and Bargaining Power Is U.S. CEO Compensation Broken? Top Management Incentives and Corporate Performance Letting Go of Norm: How Executive Compensation Can Do Better Than “Best Practices” Finance, Politics, and the Accounting for Stock Options

85 97

Guhan Subramanian, Harvard Law School John E. Core and Wayne R. Guay, University of Pennsylvania, and Randall S. Thomas, Vanderbilt University


Stephen F. O’Byrne, Shareholder Value Advisors, and S. David Young, INSEAD


Marc Hodak, Hodak Value Advisors


Conrad Ciccotello, Georgia State University, C. Terry Grant, California State…...

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