See, for example, WeidenbaumMurray, and VogtStephen‘Takeovers and Stockholders: Winners and Losers’,California Management Review, Vol. 29, No. 4, Summer, 1987, pp. 157-168.
2.
Gomez-MejiaLuis R.TosiHenry, and HinkinTimothy, ‘Managerial Control, Performance, and Executive Compensation,’, Academy of Management Journal, Vol. 30, No. 1, March, 1987, pp. 51-70, and Henry L. Tosi and Luis Gomez-Mejia, ‘The Decoupling of Pay and Performance: An Agency Theory Perspective’, Administrative Science Quarterly, Vol. 34, pp. 169–180.
3.
HillCharles W. L., and PhanPhillip, ‘CEO Tenure As a Determinant of CEO Pay’, Academy of Management Journal, Vol. 34, No. 3, 1991, pp. 707-717.
4.
For example, Securities and Exchange Commission, 17 CFR Part 240, proposes to exempt ‘disinterested persons’ from SEC shareholder communication filing requirements in order to facilitate communications between shareholders on significant corporate events, such as takeover offers. Also, the SEC has reversed its long-standing position of prohibiting shareholder votes on executive pay proposals by moving to permit non-binding shareholder votes on executive pay plans. See ‘Shareholder Proposals on Pay Must Be Aired, SEC to Tell 10 Firms’,The Wall Street Journal, February 13, 1992, A1, A4.
5.
These ideas are based on John D. Aram and Scott S. Cowen, Information For Corporate Directors: The Role of the Board in the Management Process, Montvale, New Jersey: National Association of Accountants, 1983. The case materials and observations about barriers to board development are based on the authors’ experiences since this study. The discussion about strategies for developing boards draws both from the earlier study and more recent experiences.
