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Question: Discuss the main charges leveled by Bebchuk and Fried against executive compensation practices in US corporations.
Answer: Bebchuk and Fried (the authors) take the following dual approach to the analysis of executive compensation contracts:
1. That, as designed by the board and shareholders, contracts help alleviate agency problems between managers and shareholders (the “optimal contracting” approach).
2. That they are a part of the agency problem itself (the “managerial power” approach).

While the traditional compensation literature takes the optimal contracting view, it is difficult to see, at least with hindsight, why a competing approach did not exist for some time. After all, no contracts are complete or without side effects. It is somewhat more confounding, when one is provided an overview of the limitations of the optimal contracting approach. Specifically, the authors provide the following challenges to the approach:
A. Faulty logic: If managers need contracts to optimize their behavior as agents, why wouldn’t directors? The optimal contracting approach is based on the simplistic assumption that directors are implicitly good representatives of shareholders.
B. Director incentives: Directors who wish to be elected or re-elected are not likely to be adequately confrontational with the CEO because the CEO ultimately has influence over the director selection process. The hope that directors’ share ownership would lead them to overcome this hurdle is not borne out by the data because directors own too little of the companies on whose boards they serve.
C. Market forces: Under the optimal contracting approach market forces are assumed to keep the players honest and the contracts clean. However, there is substantial evidence of firms insulating themselves from such forces, at least partially.

The immediate counter challenge that presents

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