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Ella Mae Matsumura & Jae Yong Shin (2005). Corporate Governance Reform and CEO Compensation: Intended and Unintended Consequences.

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  1.  1
    The Effects of Current Income Attributes on Nonprofessional Investors’ Say-on-Pay Judgments: Does Fairness Still Matter?Steven E. Kaplan & Valentina L. Zamora - 2018 - Journal of Business Ethics 153 (2):407-425.
    The say-on-pay regulation in the Dodd-Frank Act requires publicly-traded U.S. firms to hold a nonbinding, advisory shareholder vote on executive compensation. Advocates claim that SOP voting gives shareholders a mechanism to hold managers and boards more accountable. Critics contend that SOP votes may simplistically reflect shareholders’ reactions to the overall value of CEO compensation or the firm’s net income. However, based on prior research, we contend that market participants’ SOP votes are likely to consider current income attributes. For example, the (...)
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  2.  16
    Edging Toward ‘Reasonably’ Good Corporate Governance.Donald Nordberg - 2018 - Philosophy of Management 17 (3):353-371.
    Over four decades, research and policy have created layers of understandings in the quest for "good" corporate governance. The corporate excesses of the 1970s sparked a search for market mechanisms and disclosure to empower shareholders. The UK-focused problems of the 1990s prompted board-centric, structural approaches, while the fall of Enron and many other companies in the early 2000s heightened emphasis on director independence and professionalism. With the financial crisis of 2007–09, however, came a turn in some policy approaches and in (...)
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  3.  8
    Corporate Governance and Executive Compensation for Corporate Social Responsibility.Bryan Hong, Zhichuan Li & Dylan Minor - 2016 - Journal of Business Ethics 136 (1):199-213.
    We link the corporate governance literature in financial economics to the agency cost perspective of corporate social responsibility to derive theoretical predictions about the relationship between corporate governance and the existence of executive compensation incentives for CSR. We test our predictions using novel executive compensation contract data, and find that firms with more shareholder-friendly corporate governance are more likely to provide compensation to executives linked to firm social performance outcomes. Also, providing executives with direct incentives for CSR is an effective (...)
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  4.  6
    Organizational Determinants of Ethical Dysfunctionality.Carole L. Jurkiewicz & Robert A. Giacalone - 2016 - Journal of Business Ethics 136 (1):1-12.
    The literature on organizational ethicality to date has focused primarily on elements of the cultural, social, and political factors that enhance positive behaviors, interspersed with isolated accounts of malfeasance and wrongdoing. This treatise defines the anatomy of organizational dysfunction as a matter of ethicality, reframing the relationship from individual transgression to the organization itself. It is argued that the structure of an organization predisposes in large part whether it is itself conducive or prohibitive to unethical acts. Our approach allows for (...)
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  5.  14
    Do Compensation Committee Members Perceive Changing CEO Incentive Performance Targets Mid-Cycle to Be Fair?Anne M. Wilkins, Dana R. Hermanson & Jeffrey R. Cohen - 2016 - Journal of Business Ethics 137 (3):623-638.
    We examine the influences of social capital, source credibility, and fairness perceptions on the judgments of experienced compensation committee members who are considering a proposal to reduce management’s performance targets in the middle of a compensation cycle due to difficult circumstances. Eighty-nine U.S. public company CC members participated in a 2 × 2 experiment with social capital and source credibility each manipulated as low or high, and outcome fairness to management, process fairness to shareholders, and outcome fairness to shareholders included (...)
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  6.  90
    Shareholder Primacy and Deontology.Hasko von Kriegstein - 2015 - Business and Society Review 120 (3):465-490.
    This article argues that shareholder primacy cannot be defended on the grounds that there is something special about the position of shareholders that grounds a right to preferential treatment on part of management. The notions of property and contract, traditionally thought to ground such a right, are now widely recognized as incapable of playing that role. This leaves shareholder theorists with two options. They can either abandon the project of arguing for their view on broadly deontological grounds and try to (...)
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  7.  8
    Compensating Outside Directors with Stock: The Impact on Non-Primary Stakeholders. [REVIEW]Yuval Deutsch & Mike Valente - 2013 - Journal of Business Ethics 116 (1):67-85.
    Two obvious trends in corporate governance include broadening board accountability beyond shareholders’ interests and paying outside directors with equity compensation (stock and stock options). By integrating common agency and instrumental stakeholder theories, we examine the effect of stock compensation on secondary stakeholders and a firm’s participation in social issues, two areas where interests are less aligned with shareholder value. Consistent with our predictions, we found that while stock compensation may be an effective way to align directors’ goals to those of (...)
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  8.  5
    The Great Escape: The Unaddressed Ethical Issue of Investor Responsibility for Corporate Malfeasance.Curtis L. Wesley Ii & Hermann Achidi Ndofor - 2013 - Business Ethics Quarterly 23 (3):443-475.
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  9.  11
    Should Independent Board Members with Social Ties to Management Disqualify Themselves From Serving on the Board?Udi Hoitash - 2011 - Journal of Business Ethics 99 (3):399 - 423.
    This paper examines whether independent directors who have social ties to management (inside directors) can effectively perform their fiduciary duty to monitor management on behalf of shareholders. Ex ante, it is not clear whether social ties will enhance or obstruct the quality of board performance. Theory suggests that directors who are socially tied to management are ineffective and would make decisions favoring management. However, social ties can increase trust and information sharing between management and independent directors, improving directors' ability and (...)
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  10.  73
    Corporate Governance, Ethics, and the Backdating of Stock Options.Avshalom M. Adam & Mark S. Schwartz - 2009 - Journal of Business Ethics 85 (S1):225 - 237.
    Backdating of stock options is an example of an agency problem. It has emerged despite all the measures (i.e., new regulations and additional corporate governance mechanisms) aimed at addressing such problems? Beyond such negative controlling measures, a more positive empowering approach based on ethics may also be necessary. What ethical measures need to be taken to address the agency problem? What values and norms should guide the board of directors in protecting the shareholders' interests? To examine these issues, we first (...)
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  11.  36
    Business Ethics and the Decision to Adopt Golden Parachute Contracts: Empirical Evidence of Concern for All Stakeholders.Jocelyn D. Evans & Frank Hefner - 2009 - Journal of Business Ethics 86 (1):65-79.
    Golden parachutes are often viewed as a form of excessive compensation because they provide senior management with substantial payouts following an acquisition while other stakeholders are subjected to layoffs, disrupted business relationships and other negative externalities. Using a sample of S&P 500 firms, an economic and ethical justification for this type of contract is given. Golden parachutes ensure effective corporate governance that, in turn, preserve the firm's value for all stakeholders. Boards of directors enter into parachute agreements to protect recently (...)
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  12.  46
    Inside Agency: The Rise and Fall of Nortel.Timothy Fogarty, Michel L. Magnan, Garen Markarian & Serge Bohdjalian - 2009 - Journal of Business Ethics 84 (2):165-187.
    By employing the theoretical template provided by agency theory, this article contributes a detailed clinical analysis of a large multinational Canada-headquartered telecommunications company, Nortel. Our analysis reveals a twenty-first century norm of usual suspects: a CEO whose compensation is well above those of his peers, a dysfunctional board of directors, acts of income smoothing to preserve the confidence of volatile investors, and revelations of financial irregularities followed by a downfall. In many ways, the spectacular rise and – sudden – fall (...)
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  13.  22
    Are Stock Options Grants to CEOs of Stagnant Firms Fair and Justified?Kiridaran Kanagaretnam, Gerald J. Lobo & Emad Mohammad - 2009 - Journal of Business Ethics 90 (1):137-155.
    Prior research has examined several ethical questions related to executive compensation. The issues that have received most attention are whether executives' pay is fair and justified by performance. Since more recent studies show that stock options grants constitute the single largest component in executive compensation, we examine the relations of these grants to economic determinants and corporate governance for firms in the stagnant stage of their lifecycle. We find that, on average, stock options grants comprise a significant portion of annual (...)
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  14.  73
    The Dark Side of Authority: Antecedents, Mechanisms, and Outcomes of Organizational Corruption.Ruth V. Aguilera & Abhijeet K. Vadera - 2008 - Journal of Business Ethics 77 (4):431-449.
    Corruption poisons corporations in America and around the world, and has devastating consequences for the entire social fabric. In this article, we focus on organizational corruption, described as the abuse of authority for personal benefit, and draw on Weber’s three ideal-types of legitimate authority to develop a theoretical model to better understand the antecedents of different types of organizational corruption. Specifically, we examine the types of business misconduct that organizational leaders are likely to engage in, contingent on their legitimate authority, (...)
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  15.  75
    The Ethics of Managerial Compensation: The Case of Executive Stock Options.James J. Angel & Douglas M. McCabe - 2008 - Journal of Business Ethics 78 (1-2):225-235.
    This paper examines the ethics of contemporary managerial compensation in the context of executive stock options. Economic considerations would dictate that executive stock options should be adjusted to eliminate the effect of overall stock market movements which are beyond the control of the executive. However, in practice, most executive stock options are not adjusted to control for these outside factors. Agency considerations are the most likely culprit. Adjusting for the influence of outside factors, such as a generally rising stock market, (...)
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  16.  25
    Boards of Directors' Self Interest: Expanding for Pay in Corporate Acquisitions? [REVIEW]S. Trevis Certo, Catherine M. Dalton, Dan R. Dalton & Richard H. Lester - 2008 - Journal of Business Ethics 77 (2):219 - 230.
    Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such cases, directors essentially become agents, rather than those installed to protect principals (shareholders) from agents. Using acquisitions as a study context, we employ a matched-pair design and find a statistically significant difference in outside director (...)
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  17.  3
    Boards of Directors’ Self Interest: Expanding for Pay in Corporate Acquisitions?S. Trevis Certo, Catherine M. Dalton, Dan R. Dalton & Richard H. Lester - 2008 - Journal of Business Ethics 77 (2):219-230.
    Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such cases, directors essentially become agents, rather than those installed to protect principals from agents. Using acquisitions as a study context, we employ a matched-pair design and find a statistically significant difference in outside director compensation (...)
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  18.  20
    Executive Compensation.Marjorie Chan - 2008 - Business and Society Review 113 (1):129-161.
  19.  9
    Legislated Ethics or Ethics Education?: Faculty Views in the Post-Enron Era.Jeri Mullins Beggs & Kathy Lund Dean - 2007 - Journal of Business Ethics 71 (1):15-37.
    The tension between external forces for better ethics in organizations, represented by legislation such as the Sarbanes–Oxley Act (SOX), and the call for internal forces represented by increased educational coverage, has never been as apparent. This study examines business school faculty attitudes about recent corporate ethics lapses, including opinions about root causes, potential solutions, and ethics coverage in their courses. In assessing root causes, faculty point to a failure of systems such as legal/professional and management (external) and declining personal values (...)
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  20.  25
    A Few Bad Apples? Scandalous Behavior of Mutual Fund Managers.Justin L. Davis, G. Tyge Payne & Gary C. McMahan - 2007 - Journal of Business Ethics 76 (3):319-334.
    Recent scandals in the business world have intensified the demand for an explanation of the causes of corporate wrongdoing. This study empirically tests the effects of mutual fund management fees and control structures on the likelihood of illegal activity within mutual fund organizations. Specific attention is given to the presence of agency duality issues in the mutual fund industry and how this influences the motivations and decisions of fund managers. Findings provide support for the hypothesized relationship that higher levels of (...)
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  21.  43
    Does 'Best Practice' in Setting Executive Pay in the UK Encourage 'Good' Behaviour?Ruth Bender & Lance Moir - 2006 - Journal of Business Ethics 67 (1):75 - 91.
    We examine how UK listed companies set executive pay, reviewing the implications of following best practice in corporate governance and examining how this can conflict with what shareholders and other stakeholders might perceive as good behaviour. We do this by considering current governance regulation in the light of interviews with protagonists in the debate, setting out the dilemmas faced by remuneration-setters, and showing how the processes they follow can lead to ethical conflicts.Current ‘best’ practice governing executive pay includes the use (...)
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  22.  1
    Does ‘Best Practice’ in Setting Executive Pay in the UK Encourage ‘Good’ Behaviour?Ruth Bender & Lance Moir - 2006 - Journal of Business Ethics 67 (1):75-91.
    We examine how UK listed companies set executive pay, reviewing the implications of following best practice in corporate governance and examining how this can conflict with what shareholders and other stakeholders might perceive as good behaviour. We do this by considering current governance regulation in the light of interviews with protagonists in the debate, setting out the dilemmas faced by remuneration-setters, and showing how the processes they follow can lead to ethical conflicts. Current 'best' practice governing executive pay includes the (...)
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