“Say on Pay”: A Wolf in Sheep's Clothing?
辩论了股东薪酬投票能否解决高管薪酬问题，指出它可能反而伤害利益相关者，并导致董事会操纵披露来通过投票，从而让不合理的薪酬变得合法。
Executive Overview This paper debates whether “Say on Pay” can fix executive pay. We argue that Say on Pay benefits executive pay when shareholders' voice offsets CEO power and mitigates directors' information deficiencies. We warn, however, that Say on Pay may raise two novel problems. First, executive pay may harm stakeholders whose interests differ from those of shareholders influential in pay setting. Second, boards may resist shareholders' intervention in pay setting and, as a result, manage compensation disclosures to ensure a passing shareholder vote. Consequently, Say on Pay may not only fail to remedy suboptimal pay but also legitimize it.