Notes toward a theory of the executive class

Buffalo Law Review

Volumn 55, Issue 3, 2007, Pages 1047-1062

  Westbrook, David A ^a  

^a UNIVERSITY AT BUFFALO   (United States)

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EID: 38649104432     PISSN: 00239356     EISSN: None     Source Type: Journal    
DOI: None     Document Type: Review

References (20)

1. THORSTEIN VEBLEN, THE THEORY OF THE LEISURE CLASS (1899).
2. Eric Dash, Executive Pay: A. Special Report: Off to the Races Again, Leaving Many Behind, N.Y. TIMES, Apr. 9, 2006, at A5
3. (citing study by Pearl Meyer & Partners, the compensation practice of Clark Consulting).
4. Id.
5. Id.
6. (citing study by Carola Frydman and Raven Saks).
7. Id.
8. See Geraldine Fabrikant, U.S.-Style Pay Packages Are All the Rage in Europe, N.Y. TIMES, June 16, 2006, at A1.
9. I.R.C. § 162(m) (2000).
10. See Jad Mouawad, For Leading Exxon to Its Riches, $144,573 a Day, N.Y. TIMES, Apr. 15, 2006, at Al. Mouawad discusses the compensation of outgoing Exxon CEO Lee R. Raymond. Mr. Raymond's "pension" was a 98.4 million dollar single payment-there is nothing "pensionesque" about it.
11. Id.
12. SEC v. Howey, 328 U.S. 293, 301 (1946).
13. ADOLF A. BERLE & GARDINER MEANS, THE MODERN CORPORATION AND PRIVATE PROPERTY (1932).
14. See Michael C. Jensen & Kevin J. Murphy, CEO Incentives - It's Not How Much You Pay, But How, HARV. BUS. REV., May-June 1990, at 138;
15. Michael C. Jensen & Kevin J. Murphy, Performance Pay and Top-Management Incentives, 98 J. POL. ECON. 225 (1990).
16. See David A. Westbrook, Corporation Law After Enron: The Possibility of a Capitalist Reimagination, 92 GEO. L.J. 61 (2003).
17. See generally LUCIAN BEBCHUCK & JESSE FRIED, PAY WITHOUT PERFORMANCE: THE UNFULFILLED PROMISE OF EXECUTIVE COMPENSATION (2004) (stating this currently influential position).
18. In re Walt Disney Co. Derivative Litig., 906 A.2d 27, 54 n.72 (Del. 2006).
19. See generally Sarbanes-Oxley Act, Pub. L. No. 107-204, 116 Stat. 745 (codified in scattered sections of 11, 15, 18, 28, and 29 U.S.C).
20. Mouawad, supra note 8. Rephrased, to argue with Michael Eisner's 1997 payout of $577 million from Walt Disney is different from arguing with Steven Jobs $775 million from Apple, which he founded. If, of course, you think what Jobs was doing was creating/owning, and what Eisner was doing was "working." But my whole point is it is ridiculous to think of Eisner's case that "work" is what is significant here.