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引用次数: 1
摘要
本文考察了导致高管薪酬过高的各种公司治理和薪酬设计问题。它讨论了许多限制高管薪酬过高的改革努力。它提供了一些法律学者对“Say on Pay”法案和SEC新的薪酬披露规则的评论。为应对全球金融危机,国会通过了《2008年紧急经济稳定法案》(EESA)。为了通过减税和支出刺激衰退的经济,国会通过了《2009年美国复苏与再投资法案》(ARRA)。ESSA创立了问题资产救助计划(TARP),从金融机构购买不良资产。ESSA规定了TARP资金接收机构的高管薪酬限制。ARRA修改了EESA的高管薪酬限制。除了ESSA和ARRA之外,国会还大力提出了各种立法措施来控制政府救助资金接收机构的高管薪酬,本文将对这些提议的措施进行描述。为了避免进一步的法规/立法措施,企业不得不自愿努力控制高管薪酬。
This article examines various corporate governance and compensation design issues that contribute to excessive executive compensation. It discusses numerous reform efforts to curb excessive executive pay. It provides some legal scholars' comments on the "Say on Pay" bill and the SEC's new compensation disclosure rules. In response to the global financial crisis, Congress passed the Emergency Economic Stabilization Act of 2008 (EESA). In order to stimulate a recessionary economy with tax cuts and spending, Congress passed the American Recovery and Reinvestment Act of 2009 (ARRA). The ESSA created the Troubled Assets Relief Program (TARP) to purchase distressed assets from financial institutions. The ESSA stipulates executive pay restrictions at recipient institutions of TARP funds. The ARRA amended the EESA's executive compensation restrictions. In addition to the ESSA and the ARRA, Congress vigorously proposed various legislative measures to rein in executive pay at recipient institutions of government bailout funds, and these proposed measures are described in this article. In order to stave off further regulations/legislative measures, corporations have to engage in voluntary efforts to rein in executive pay.