Lucky CEOs and Lucky Directors
研究了期权授予的机会主义时机与公司治理失败之间的关系,发现“幸运”授予(在当月最低价授予)不仅针对高管,也针对独立董事,且与治理结构缺陷相关。
ABSTRACT We study the relation between opportunistic timing of option grants and corporate governance failures, focusing on “lucky” grants awarded at the lowest price of the grant month. Option grant practices were designed to provide lucky grants not only to executives but also to independent directors. Lucky grants to both CEOs and directors were the product of deliberate choices, not of firms’ routines, and were timed to make them more profitable. Lucky grants are associated with higher CEO compensation from other sources, no majority of independent directors, no outside blockholder on the compensation committee, and a long‐serving CEO.