Robert J. Jackson

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HERE are two competing theories of why public companies pay executives generous retirement benefits. One is that retirement pay is easier to hide from shareholders than other forms of compensation. The other is that retirement benefits align executives' interests with those of long-term creditors, since the executives may not receive their payouts if the(More)
Passive institutional investors are an increasingly important component of U.S. stock ownership, and their influence on firm-level governance is widely debated. To examine whether and by which mechanisms passive investors influence firms' governance structures, we use an instrumental variable estimation and exploit variation in passive institutional(More)
When a proxy contest is looming, the rate at which CEOs exercise options in order to sell (hold) the resulting shares slows down by 80% (accelerates by 60%), consistent with their desire to maintain or strengthen voting rights when facing control challenges. Such deviations are closely aligned with features unique to proxy contests such as the record dates(More)
This letter provides our comments with respect to the proposed requirements for disclosing executive retirement benefits. Our comments are based on substantial research concerning executive retirement benefits that we have carried out. In particular, they draw on: [hereinafter, Pay without Performance]. We add at the end of this letter the text of Executive(More)
When a proxy contest is looming, the rate at which CEOs exercise options in order to sell (hold) the resulting shares slows down by 80% (accelerates by 60%), consistent with their desire to maintain or strengthen voting rights when facing control challenges. Such deviations are closely aligned with features unique to proxy contests, e.g., the record dates(More)
This Article claims that corporations should prefer trade secret over patent when the option is reasonably available. Many inventions can be legally protected by either form of intellectual property, and a conventional wisdom exists on how to select between them. Missing from the literature, however, is any consideration of the nature and identity of the(More)