WorldCat Identities

Bebchuk, Lucian A.

Overview
Works: 184 works in 1,068 publications in 1 language and 6,894 library holdings
Genres: Conference papers and proceedings 
Roles: Author, Editor, Other, Thesis advisor
Classifications: HD4965.2, 331.2816584
Publication Timeline
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Most widely held works by Lucian A Bebchuk
Pay without performance : the unfulfilled promise of executive compensation by Lucian A Bebchuk( Book )

19 editions published between 2004 and 2006 in English and held by 897 WorldCat member libraries worldwide

"Pay without Performance presents a disconcerting portrait of executives' power to influence their own pay - and of the structural defects in corporate governance that give them this power. As this book demonstrates, boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. Lucian Bebchuk and Jesse Fried give a richly detailed account of how pay practices - from option plans to retirement benefits - have decoupled compensation from performance and camouflaged both the amount and the performance-insensitivity of pay. They show that flaws in pay arrangements and the pay-setting process have been widespread and systemic. These problems have hurt shareholders both by increasing pay levels and, even more important, by leading to practices that dilute and distort managers' incentives."--Jacket
Corporate law and economic analysis by Lucian A Bebchuk( Book )

24 editions published between 1989 and 2005 in English and held by 462 WorldCat member libraries worldwide

This collection uses economic analysis to study some of the most pressing issues in corporate law
Optimal sanctions when the probability of apprehension varies among individuals by Lucian A Bebchuk( Book )

24 editions published between 1991 and 1992 in English and held by 91 WorldCat member libraries worldwide

This paper explores how optimal enforcement is affected by the fact that not all individuals are equally easy to apprehend. When the probability of apprehension is the same for all individuals, optimal sanctions will be maximal: as Gary Becker (1968) suggested, raising sanctions and reducing the probability of apprehension saves enforcement resources. This argument necessarily holds only when the enforcement authority knows how difficult an individual will be to apprehend before expending any investigative resources. When differences among individuals exist and can be observed only after apprehension, or not at all, optimal enforcement may involve less than maximal sanctions
Stock pyramids, cross-ownership, and dual class equity : the creation and agency costs of separating control from cash flow rights by Lucian A Bebchuk( Book )

16 editions published between 1998 and 1999 in English and held by 82 WorldCat member libraries worldwide

This paper examines common arrangements for separating control from cash flow rights: stock pyramids, cross-ownership structures, and dual class equity structures. We describe the ways in which such arrangements enable a controlling shareholder or group to maintain a complete lock on the control of a company while holding less than a majority of the cash flow rights associated with its equity. Next, we analyze the consequences and agency costs of these arrangements. In particular, we show that they have the potential to create very large agency costs -- costs that are an order of magnitude larger than those associated with controlling shareholders who hold a majority of the cash flow rights in their companies. The agency costs of these structures, we suggest, are also likely to exceed the agency costs of attending highly leveraged capital structures. Finally, we put forward an agenda for research concerning structures separating control from cash flow rights
The uneasy case for the priority of secured claims in bankruptcy : further thoughts and a reply to critics by Lucian A Bebchuk( Book )

17 editions published between 1995 and 1998 in English and held by 82 WorldCat member libraries worldwide

In an earlier article, The Uneasy Case for the Priority of Secured Claims in Bankruptcy, ' 105 Yale Law Journal 857 (1996), we suggested that the case for a full priority of secured claims in bankruptcy is an uneasy one. In this paper, we address various reactions and objections to our analysis that have been offered by subsequent work. We also further develop some of the main elements of the analysis in our earlier article with respect to both our analysis of the comparative merits of full and partial priority and our analysis of how a partial priority regime could be implemented. The analysis confirms our earlier conclusion that the case for a full priority of secured claims in bankruptcy is an uneasy one
An economic analysis of transnational bankruptcies by Lucian A Bebchuk( Book )

15 editions published between 1990 and 2000 in English and held by 78 WorldCat member libraries worldwide

This paper analyzes the effects of the legal rules governing transnational bankruptcies. We compare a regime of territoriality' -- in which assets are adjudicated by the jurisdiction in which they are located at the time of the bankruptcy -- with a regime of universality are adjudicated in a single jurisdiction. Territoriality is shown to generate a distortion in investment patterns that might lead to an inefficient allocation of capital across countries. We also analyze who gains and who loses from territoriality, explain why countries engage in it even though it reduces global welfare, and identify what can be done to achieve universality
Chapter 11 by Lucian A Bebchuk( Book )

15 editions published between 1997 and 1998 in English and held by 78 WorldCat member libraries worldwide

This essay surveys the literature on Chapter 11. I start by discussing the objectives by which the performance of corporate reorganization rules is to be judged and then consider the fundamental problem of valuation that arises in corporate reorganization. I next turn to examine the performance of the prevailing bargaining-based approach to reorganization, both in terms of its effect on total reorganization value and in terms of its effect on the division of this value. Finally, I examine the two alternative approaches that have been put forward to the approach of existing rules -- that of auctioning the reorganized company's asset (put forward by Baird (1986) and Jensen (1991)) and that of using options to reorganize the company's ownership (put forward by Bebchuk (1988))
The case against board veto in corporate takeovers by Lucian A Bebchuk( Book )

20 editions published in 2002 in English and held by 77 WorldCat member libraries worldwide

This paper argues that once undistorted shareholder choice is ensured -- which can be done by making it necessary for hostile bidders to win a vote of shareholder support -- boards should not have veto power over takeover bids. The paper considers all of the arguments that have been offered for board veto -- including ones based on analogies to other corporate decisions, directors' superior information, bargaining by management, pressures on managers to focus on the short-run, inferences from IPO charters, interests of long-term shareholders, aggregate shareholder wealth, and protection of stakeholders. Examining these arguments both at the level of theory and in light of all available empirical evidence, the paper concludes that none of them individually, nor all of them taken together, warrants a board veto. Finally, the paper discusses the implications that the analysis has for judicial review of defensive tactics
Managerial power and rent extraction in the design of executive compensation by Lucian A Bebchuk( Book )

19 editions published in 2002 in English and held by 77 WorldCat member libraries worldwide

This paper develops an account of the role and significance of managerial power and rent extraction in executive compensation. Under the optimal contracting approach to executive compensation, which has dominated academic re-search on the subject, pay arrangements are set by a board of directors that aims to maximize shareholder value. In contrast, the managerial power approach suggests that boards do not operate at arm's length in devising executive compensation arrangements; rather, executives have power to influence their own pay, and they use that power to extract rents. Furthermore, the desire to camouflage rent extraction might lead to the use of inefficient pay arrangements that provide suboptimal incentives and thereby hurt shareholder value. The authors show that the processes that produce compensation arrangements, and the various market forces and constraints that act on these processes, leave managers with considerable power to shape their own pay arrangements. Examining the large body of empirical work on executive compensation, the authors show that managerial power and the desire to camouflage rents can explain significant features of the executive compensation landscape, including ones that have long been viewed as puzzling or problematic from the optimal contracting perspective. The authors conclude that the role managerial power plays in the design of executive compensation is significant and should be taken into account in any examination of executive pay arrangements or of corporate governance generally
Ex ante costs of violating absolute priority in bankruptcy by Lucian A Bebchuk( Book )

24 editions published in 2001 in English and held by 76 WorldCat member libraries worldwide

Abstract: A basic question for the design of bankruptcy law concerns whether value should be divided in accordance with absolute priority. Research done in the past decade has suggested that deviations from absolute priority have beneficial ex ante effects. In contrast, this paper shows that ex post deviations from absolute priority also have negative effects on ex ante decisions taken by shareholders. Such deviations aggravate the moral hazard problem with respect to project choice - increasing the equityholders' incentive to favor risky projects - as well as with respect to borrowing and dividend decisions
Optimal defaults for corporate law evolution by Lucian A Bebchuk( Book )

23 editions published between 2001 and 2002 in English and held by 76 WorldCat member libraries worldwide

Public corporations live in a dynamic and ever-changing business environment. This paper examines how courts and legislators should choose default arrangements in the corporate area to address new circumstances. We show that the interests of the shareholders of existing companies would not be served by adopting those defaults arrangements that public officials view as most likely to be value-enhancing. Because any charter amendment requires the board's initiative, opting out of an inefficient default arrangement is much more likely to occur when management disfavors the arrangement than management supports it. We develop a 'reversible defaults' approach that takes into account this asymmetry. When public officials must choose between two or more default arrangements and face significant uncertainty as to which one would best serve shareholders, they should err in favor of the arrangement that is less favorable to managers. Such an approach, we show, would make it most likely that companies would be ultimately governed by the arrangement that would maximize shareholder value. Evaluating some of the main choices that state corporate law has made in the past two decades in light of our proposed approach, we endorse some but question others. The arrangements we examine include those developed with respect to director liability, state antitakeover statutes, and the range of permitted defensive tactics
Corporate ownership structures : private versus social optimality by Lucian A Bebchuk( Book )

14 editions published in 1996 in English and held by 75 WorldCat member libraries worldwide

This paper analyzes the inefficiencies that might arise in the ownership structure chosen at the initial public offering stage. We show that, contrary to what is commonly believed, the desire of initial owners to maximize their proceeds leads them to choices that, although privately optimal, may be socially inefficient. This distortion tends to be in the direction of excessive incidence of controlling shareholder structures and excessive divestment of cash flow rights. Our analysis has far-reaching policy implications for dual class stock, stock pyramiding, sale of control rules, and public offerings of minority shares. Among its positive implications, our analysis suggests reasons for the substantial differences in the incidence of control blocks across different countries
Takeover bids vs. proxy fights in contests for corporate control by Lucian A Bebchuk( Book )

22 editions published between 2001 and 2002 in English and held by 75 WorldCat member libraries worldwide

This paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded corporations with dispersed ownership. Specifically, we analyze and compare three mechanisms: (1) proxy fights (voting only); (2) takeover bids (buying shares only); and (3) a combination of proxy fights and takeover bids in which shareholders vote on acquisition offers. We first show how proxy fights unaccompanied by an acquisition offer suffer from substantial shortcomings that limit the use of such contests in practice. We then argue that combining voting with acquisition offers is superior not only to proxy fights alone but also to takeover bids alone. Finally, we show that, when acquisition offers are in the form of cash or the acquirer's existing securities, voting shareholders can infer from the pre-vote market trading which outcome would be best in light of all the available public information. Our analysis has implications for the ongoing debates in the US over poison pills and in Europe over the new EEC directive on takeovers
Executive compensation in America : optimal contracting or extraction of rents? by Lucian A Bebchuk( Book )

22 editions published between 2001 and 2002 in English and held by 74 WorldCat member libraries worldwide

This paper develops an account of the role and significance of rent extraction in executive compensation. Under the optimal contracting view of executive compensation, which has dominated academic research on the subject, pay arrangements are set by a board of directors that aims to maximize shareholder value by designing an optimal principal-agent contract. Under the alternative rent extraction view that we examine, the board does not operate at arm's length; rather, executives have power to influence their own compensation, and they use their power to extract rents. As a result, executives are paid more than is optimal for shareholders and, to camouflage the extraction of rents, executive compensation might be structured sub-optimally. The presence of rent extraction, we argue, is consistent both with the processes that produce compensation schemes and with the market forces and constraints that companies face. Examining the large body of empirical work on executive compensation, we show that the picture emerging from it is largely compatible with the rent extraction view. Indeed, rent extraction, and the desire to camouflage it, can better explain many puzzling features of compensation patterns and practices. We conclude that extraction of rents might well play a significant role in U.S. executive compensation; and that the significant presence of rent extraction should be taken into account in any examination of the practice and regulation of corporate governance
Pre-contractual reliance by Lucian A Bebchuk( Book )

24 editions published between 1996 and 2001 in English and Undetermined and held by 74 WorldCat member libraries worldwide

Discusses expenditures or investments a party might make while in negotations toward a contract, and the responsibility or liability for those expenditures if the contract is never completed
The market for corporate law by Oren Bar-Gill( Book )

20 editions published in 2002 in English and held by 73 WorldCat member libraries worldwide

This paper develops a model of the competition among states in providing corporate law rules. The analysis provides a full characterization of the equilibrium in this market. Competition among states is shown to produce optimal rules with respect to issues that do not have a substantial effect on managers' private benefits but not with respect to issues (such as takeover regulation) that substantially affect these private benefits. We analyze why a Dominant state such as Delaware can emerge, the prices that the dominant state will set and the profits it will make. We also analyze the roles played by legal infrastructure, network externalities, and the rules governing incorporations. The results of the model are consistent with, and can explain, existing empirical evidence; they also indicate that the performance of state competition cannot be evaluated on the basis of how incorporation in Delaware in the prevailing market equilibrium affects shareholder wealth
The "lemons effect" in corporate freeze-outs by Lucian A Bebchuk( Book )

16 editions published between 1998 and 1999 in English and held by 73 WorldCat member libraries worldwide

In a corporate freeze-out, the controller is required to compensate minority shareholders for the no-freezeout value of their shares that are taken from them. This paper seeks to highlight the difficulties involved in determining this no-freezeout value when private information. In particular, the analysis shows that the pre-freezeout market price of minority shares cannot be used an a proxy for the no-freezeout value that these shares would have in the absence of a freeze-out. It is shown that, under a regime in which frozen out minority shareholders receive a compensation equal to the pre-freezeout market price, the pre-freezeout market price will be set a level below the expected no-freezeout value of minority shares. The reason for this is a lemons effect' that arises when a controller uses her private information in deciding whether to affect a freeze-out. By showing how controllers are able to use their private information to affect freeze-outs at terms favorable to them, this paper demonstrates that freeze-outs can become a significant source for private benefits of control
Negative expected value suits by Lucian A Bebchuk( Book )

17 editions published between 1997 and 2009 in English and held by 72 WorldCat member libraries worldwide

When the cost of a suit exceeds the expected judgment, will a potential plaintiff be able to extract any amount in settlement from the defendant? If so, what is the source of the plaintiff's ability to extract a settlement? This essay discusses existing theories as to why (and when) plaintiffs with negative-expected-value (NEV) suits can extract a settlement amount from the defendant. Among the theories discussed are ones that focus on informational issues and ones that focus on the way in which the parties' litigation costs are expected to be distributed over time
Managerial value diversion and shareholder wealth by Lucian A Bebchuk( Book )

14 editions published between 1996 and 2000 in English and held by 72 WorldCat member libraries worldwide

The agents to whom shareholders delegate the management of corporate affairs may transfer value from shareholders to themselves through a variety of mechanisms, such as self-dealing, insider trading, and taking of corporate opportunities. A common view in the law and economics literature is that such value diversion does not ultimately produce a reduction in shareholder wealth, since value diversion simply substitutes for alternative forms of compensation that would otherwise be paid to managers. We question this view within its own analytical framework by studying, in a principal-agent model, the effects of allowing value diversion on managerial compensation and effort. We suggest that the standard law and economics view of value diversion overlooks a significant cost of such behavior. Many common modes of compensation can provide managers with incentives to enhance shareholder value; replacing such compensation would reduce these incentives. As a result, even if the consequences of a rule permitting value diversion can be fully taken into account in settling managerial compensation, such a rule might still produce a reduction in shareholder wealth -- and would not do so only if value diversion would have some countervailing positive effects (a possibility which our model considers) that are sufficiently significant in size
Executive compensation as an agency problem by Lucian A Bebchuk( Book )

19 editions published in 2003 in English and held by 69 WorldCat member libraries worldwide

This paper provides an overview of the main theoretical elements and empirical underpinnings of a managerial power' approach to executive compensation. Under this approach, the design of executive compensation is viewed not only as an instrument for addressing the agency problem between managers and shareholders but also as part of the agency problem itself. Boards of publicly traded companies with dispersed ownership, we argue, cannot be expected to bargain at arm's length with managers. As a result, managers wield substantial influence over their own pay arrangements, and they have an interest in reducing the saliency of the amount of their pay and the extent to which that pay is de-coupled from managers' performance. We show that the managerial power approach can explain many features of the executive compensation landscape, including ones that many researchers have long viewed as puzzling. Among other things, we discuss option plan design, stealth compensation, executive loans, payments to departing executives, retirement benefits, the use of compensation consultants, and the observed relationship between CEO power and pay. We also explain how managerial influence might lead to substantially inefficient arrangements that produce weak or even perverse incentives
 
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Associated Subjects
Agency (Law) Antitakeover strategies Bankruptcy Boards of directors Cash flow--Econometric models Chief executive officers--Salaries, etc Commercial law Compensation management Consolidation and merger of corporations Consolidation and merger of corporations--Decision making Consolidation and merger of corporations--Econometric models Consolidation and merger of corporations--Law and legislation Consolidation and merger of corporations--Mathematical models Contracts, Preliminary Corporate governance Corporate governance--Econometric models Corporate reorganizations Corporation law Corporation law--Economic aspects Corporations--Finance Corporations--Investor relations--Econometric models Corporations--Valuation Corporations--Valuation--Econometric models Costs (Law)--Econometric models Court administration Debtor and creditor Delaware Directors of corporations Directors of corporations--Salaries, etc Economic policy--Mathematical models Economics Executives--Salaries, etc Executives--Salaries, etc.--Econometric models Going public (Securities) Industrial management--Econometric models Industrial promotion--U.S. states--Mathematical models Law enforcement--Mathematical models Liability (Law) Management Management contracts Minority stockholders--Legal status, laws, etc Private companies--Finance Stockholders Stockholders' voting--Mathematical models Stockholders--Legal status, laws, etc Stock ownership Stock ownership--Econometric models Tender offers (Securities)--Mathematical models United States Veto
Pay without performance : the unfulfilled promise of executive compensation
Alternative Names
Bebchuk, Lucian

Bebchuk, Lucian 1955-

Bebchuk, Lucian Arye

Bebchuk, Lucian Arye 1955-

Bebchuk, Lucien 1955-

Bebchuk, Lucien A. 1955-

Bebṣ'wq, ʾAryeh Lwṣyaʾn 1957-...

Bebṣ'wq, Lwṣyaʾn ʾAryeh 1957-...

Bebṣ'wq, לוציאן אריה 1957-...

Lucian Bebchuk Amerikaans econoom

Lucian Bebchuk Finance law scholar

אריה בבצ'וק

בבצ'וק אריה לוציאן 1957-....

Languages
English (383)

Covers
Corporate law and economic analysis