ProfessorBainbridge.com

A gender disparity in market response to director stock transactions

A column by Buttonwood offers this fascinating finding:

A study by the University of Exeter Business School analysed 80,000 trades in the UK market and found an interesting dichotomy when looking at trades made by male and female directors. When men bought, the market responded by pushing the shares an average 1.55% higher in the following 20 days; when women bought, the gain was just 0.88%. Perhaps this discrepancy is driven by sexism because most fund managers are men. You can imagine the thought process: "Women directors! They're just there as tokens. Now where's my BMW? I'm off for a round of golf."

But here is the best bit. If the men had only listened to the women, their performance would have been better. In the year after a director's purchase, the average monthly gains were 0.68% when females bought, and just 0.37% for males; a cumulative spread of almost 4 percentage points a year. Women were better at taking the longer view.

Make of it what you will.

Can corporate directors take third party pay from hedge funds?

Usha Rodriques reports that:

From yesterday's Deal Professor comes Steven Davidoff on the "newest trend in activist investing": hedge funds incentivizing their directors by paying them extra if they win a seat and the company takes off.  For example, Elliott Management has nominated 5 directors for the Hess Corporation.  If any win a seat and Hess stock outperforms a peer group, the directors could make $9 million over 3 years.  Jana Partners is offering its nominees a similar deal for serving on Agrium's board, again for a potential of millions if it profits.  Plus both funds offer a $50,000 retainer, over and above whatever the directors collect from the companies themselves, likely a six-figure director fee.  

Usha doesn't address how taking such third party payments could possibly be consistent with the directors' fiduciary duties to the corporation on whose board they serve. Davidoff thinks that "as long as the arrangement is disclosed and the hedge funds don’t exert any future control over the nominees, it is unlikely that this violates any state or federal law." Clearly, as discussed below, such third party payments create a serious conflict of interest for the directors in question. Maybe you can argue that the shareholder vote electing them to the board cures that conflict (at least if the directors in question receive the affirmative vote of a majority of the disinterested shares,as to which see Portnoy v. Cryo-Cell Intern., Inc. 940 A.2d 43 (Del.Ch.2008) (holding that, under Delaware's corporate election law, ratification has to be accomplished by a vote of the disinterested shares; that is, even if one assumes that the election of the nominee on the management slate by the electorate is a ratification of that nominee's placement on that slate by way of the agreement under challenge, the nominee would have to win a majority of the shares not subject to the agreement)).

But I'm not convinced a generic vote to elect directors ratifies this sort of conflict of interest. Delaware law on conflicted interest transactions, after all, talks about disinterested shareholder approval of "a transaction," which I would understand to mean a specific vote on the specific conflicted transaction. Cf. Restatement (Third) of Agency sec. 8.06, which provides in pertinent part that "the principal's consent concerns either a specific act or transaction, or acts or transactions of a specified type that could reasonably be expected to occur in the ordinary course of the agency relationship." To be sure, directors are not agents, but their fiduciary duties are quite similar. 

Finally, given that:

Corporate officers and directors are not permitted to use their position of trust and confidence to further their private interests. While technically not trustees, they stand in a fiduciary relation to the corporation and its stockholders. A public policy, existing through the years, and derived from a profound knowledge of human characteristics and motives, has established a rule that demands of a corporate officer or director, peremptorily and inexorably, the most scrupulous observance of his duty .... The rule that requires an undivided and unselfish loyalty to the corporation demands that there shall be no conflict between duty and self-interest. [Guth v. Loft, Inc., 5 A.2d 503, 510 (Del. Ch. 1939)]

It seems to me that the burden ought to be on proponents of such arrangements to come up with a clear and convincing explanaton of why they're legal.

Even if these arrangements are legally valid, I thinkthey are a terrible idea. Davidoff notes two common arguments made against them:

The first is that the hedge fund directors are not independent. Because the directors are being paid by the hedge fund, they will be loyal to the hedge fund, rather than the company.

The second is that by paying these directors large sums over three years, the hedge fund nominees will aim for short-term performance and not care what happens to the company in the longer term.

They both strike me as eminently sensible. In addition, as he also notes:

There is no doubt that this kind of pay arrangement sets up two classes of directors doing the same job but being paid very different amounts. It could not only create resentment, but disagreement over the path of the company. And it also has the potential to begin a second arms race in director compensation, something probably best avoided.

If this nonsense is not illegal, it ought to be.

American Sōkaiya

In Japan, the Sōkaiya "acquire enough stock from multiple companies in order to gain entrance to a shareholders' meeting. There, they disrupt the meeting (and embarrass the company) until their demands are met." 

I was reminded of that phenomenon by an article in the latest Economist, which observes that:

The Dodd-Frank law of 2010 requires a “say-on-pay” vote for shareholders of American companies. Clever lawyers scent a payday for themselves.

One law firm in particular, Faruqi & Faruqi, has filed a series of class-action suits demanding more information about how companies decide what to pay their senior executives. It seeks to prevent its targets from holding their annual meetings until the extra information turns up. ...

Alas, paying up does not make the problem disappear, as English kings discovered long ago when they bribed Viking marauders to go away. DLA Piper, a law firm defending companies, warns that if a company offers extra disclosure and settles a suit, “every piece of information it discloses may provoke a plaintiff to argue that yet more backup information is required.” Companies fear they will end up paying an “annual meeting tax”.

In my book Corporate Governance after the Financial Crisis, I predicted that greedy plaintiff lawyers would try to find a way to make money out of say on pay even though Congress claimed that say on pay would not create any new duties or liabilities.

What we have there thus is another way in which federal regulation of corporate governance amounts to a tax on corporations for the benefit of trial lawyers (among others). Yet, people like Lucian Bebchuk go on defending the ever-increasing federalization of corporate governance. From now on out, whenever somebody like Bebchuk proposes new federal corporate governance rules, I'm going to ask him how he's going to keep the Faruqi & Faruqi's of the world from using them to get rich.

Do compensation consultants really "make prostitutes look respectable"?

Apparently former UK Chancellor of the Exchequer and Tory peer Lord Lawson thinks so:

Lord Lawson, who ran Britain’s finances under Margaret Thatcher, refused to back down even when a female witness giving evidence to him took exception to the characterisation.

Carol Arrowsmith, a senior pay consultant with accountancy firm Deloitte, said it was ‘difficult’ to accept the suggestion that her profession was worse than prostitution.

‘It may be difficult but it may be true,’ retorted the famously outspoken Westminster grandee.

Lord Lawson, who as Nigel Lawson served as Chancellor under Margaret Thatcher, said pay consultants feared missing out on future advisory fees if they angered bank bosses by suggesting modest pay deals.

I discuss compensation consultants in my book Corporate Governance after the Financial Crisis. It's not a happy story, as Lord Lawson's complaint about their conflicts of interest is well taken for the most part, although I lack the expertise to know if his precise comparison has merit.

Barrall on Elson on Executive Compensation

Prominent UCLA law alum/LA lawyer Jim Barrall reports:

It was my special privilege and pleasure to serve as the moderator of The Conference Board Governance Center-sponsored debate between Charles Elson and Craig Ferrere of the John L. Weinberg Center for Corporate Governance at the University of Delaware, in one corner, and Ira Kay of Pay Governance LLC, in the other corner, on the subject of executive pay in the USA, held on January 18, 2013.

Simply put, this 90 minute exchange is the single best discussion on the subject of the causes and effects of peer group benchmarking, and on the subject of CEO pay in general, that I have ever heard in my many years of working in the executive pay and governance arena.

The catalyst for this friendly but intense debate was Charles and Craig’s paper, “Executive Superstars, Peer Groups and Overcompensation: Cause, Effect and Solution,” which argues that:

• Peer group benchmarking of CEO pay is not justified by market forces based on  data which shows that over many years relatively few CEOs quit to take other CEO jobs
• There is little CEO mobility because CEO skills generally are not transferable
• Benchmarking CEO pay ratchets it up and has been the prime cause of its inexorable rise since World War II (punctuated only occasionally when stock market bubbles burst)
• Companies and investors would be better served by benchmarking CEO pay internally to that of other officers and
• Internal executive pay benchmarking is attracting support from investors and will become more influential.

...

Anyone who is in any way involved in designing or evaluating executive pay plans and practices should watch the video debate, take notes and then reflect on what Charles, Craig, and Ira have said.  If I chaired a Compensation Committee, I would make it mandatory viewing for the committee, and would ask the company to note it as a best 2013 practice in the next CD&A.

The video or the debate is here:http://www.conferenceboard.org/directorroundtables/peergroups.

 

Memo to Bebchuk and Fried: They say your theory is a tautology

Given that Lucian Bebchuk and Jesse Fried are the chief proponents of the managerial power hypothesis (see their book Pay without Performance: The Unfulfilled Promise of Executive Compensation), I wonder what they'll have to say about Winter and Michel's new paper, which argues that:

CEO compensation is the subject of an ongoing and heated debate. Over the last decade this debate was spurred by the so called managerial power approach. This approach holds that actual compensation of managers is excessive and not consistent with basic principles of optimal contracting theory. Compensation, it suggests, is a result of managerial power. In this view, executives have power and are able to use their power to generate compensation arrangements which are favorable to them. To substantiate their claims, proponents of the managerial power approach refer to empirical evidence that seemingly establishes the existence of a positive association between power and compensation.

However, we will demonstrate that there is not a single piece of empirical evidence of a positive link between power and compensation. This is because the existence of a positive association between power and compensation already and only follows from the very definition of “power” and therefore cannot be empirically tested. The core statement of the managerial power approach is nothing more than a tautology; as a result, the managerial power approach as such has no empirical foundation. Evidence seemingly corroborating the managerial power approach is simply misinterpreted by its proponents.

Winter, Stefan and Michels, Philip, The Managerial Power Approach – A Tautology Revisited (November 1, 2012). Available at SSRN: http://ssrn.com/abstract=2179036

Say on pay shakedowns

Kevin LaCroix explains how plaintiff securities lawyers are using say on pay to shake down corporatons:

... one plaintiffs’ firm has now “orchestrated a new strategy to hold companies liable: suits to enjoin the shareholder vote because the proxy statement failed to provide adequate disclosure concerning executive compensation proposals.” According to the memo, there have been at least 18 of these types of suits, with nine of them having been filed just in the month preceding the memo’s publication. 

As detailed in Nate Raymond’s November 30, 2012 Reuters story entitled “Lawyers gain from ‘say-on-pay’ suits targeting U.S. firms” (here), these new style lawsuits (of which the article says some 20 have been filed) have met with some success. According to the article, at least six of these suits “have resulted in settlements in which the companies have agreed to give the shareholders more information on the pay of the executives.” These settlements have also “resulted in fees of up to $625,000 to the lawyers who brought the cases.” The article also notes, however, that while the settlements have provided additional disclosures and legal fees for the firm that has filed almost all of these suits, “they have netted no cash for shareholders.”

These new suits share certain characteristics with the M&A-related lawsuits that are another current litigation trend. (Refer here for background regarding the M&A-related litigation trends.)  That is, they are filed at a time when the defendant company is under time pressure that motivates the company to settle quickly rather than deal with the lawsuit. Just as in the merger context, where the company wants to move the transaction forward and doesn’t want the lawsuit holding things up, companies facing these new style say-on-pay lawsuits, facing an imminent shareholder vote, are pressured to reach a quick settlement rather than risking a delay in the shareholder vote.

It is hard to disagree with the sentiment of one defense counsel, quoted in the Reuters article, that these lawsuits are nothing more than a “shakedown for a quick buck.”

Sometimes I think the world would be a better place if we got rid of all plaintiff lawyers. But then what would defense lawyers do for a living?

 

Stopping frivolous say on pay suits

In my book, Corporate Governance after the Financial Crisis, I explained that the federal Dodd-Frank Act of 2010 included a new "say on pay" provision requiring shareholder approval of executive compensation.

Dodd-Frank § 951 creates a new § 14A of the Securities Exchange Act, pursuant to which reporting companies must conduct a shareholder advisory vote on specified executive compensation not less frequently than every three years. At least once every six years, shareholders must vote on how frequently to hold such an advisory vote (i.e., annually, biannually, or triannually). The compensation arrangements subject to the shareholder vote are those set out in Item 402 of Regulation S-K, which includes all compensation paid to the CEO, CFO, and the three other highest paid executive officers. In addition, a shareholder advisory is required of golden parachutes. Both such votes must be tabulated and disclosed, but neither is binding on the board of directors. The votes shall not be deemed either to effect or affect the fiduciary duties of directors. 

Despite the clear legislative intent that the vote be non-binding and should not affect the fiduciary duty of directors and officers, plaintiff lawyers started bringing suits where say on pay votes failed. A I noted:

... the preliminary results from say on pay votes in 2010 and 2011 strongly suggest that say on pay will be turned into a club with which activists will beat boards of directors. In 2010, when several hundred companies voluntarily conducted say on pay votes, two companies at which the vote was negative were subsequently hit with lawsuits alleging waste and breach of fiduciary duty. Given the business judgment rule and the express Congressional statement that say on pay is supposed to be nonbinding, it is difficult to imagine that such suits will have much more than nuisance value. Even so, they may generate negative publicity and withhold vote campaigns against directors. The costs to shareholders of say on pay thus may turn out to be quite significant.

Once mandatory say on pay went into effect, even more lawsuits were forthcoming.

As Alison Frankel reports, moreover, the creativity of plaintiff lawyers to bring clearly frivolous suits based on say on pay has reached even greater heights:

As my Reuters colleague Nate Raymond reported Friday in a comprehensive piece on the trend that’s spawned a recent round of law firm client alerts, the New York shop Faruqi & Faruqi has filed almost two dozen suits asserting that corporate boards breached their fiduciary duties in connection with shareholder advisory votes on executive compensation. But unlike last year’s mostly unsuccessful suits against the boards of companies whose shareholders voted down pay packages, the Faruqi suits have been filed in advance of say-on-pay votes at annual shareholder meetings, with claims based on allegedly inadequate disclosures in proxy materials. As leverage, the suits seek to enjoin shareholder meetings. So far, according to Raymond, these say-on-pay injunction suits have produced a few beefed-up disclosures but no cash for shareholders. They’ve also netted the Faruqi firm legal fees, including $625,000 in one settlement.

Of course, defense lawyers can be pretty creative too.  As Frankel reports, Boris Feldman of Wilson Sonsini has laid out a strategy for beating these cases:

Dodd-Frank does not include mention of any private cause of action deriving from say-on-pay votes. So if federal courts have jurisdiction over say-on-pay disclosure cases, he said, defendants will have powerful arguments that the suits should be tossed for failure to state a claim. And according to Feldman, even if Delaware corporate law does impose state law say-on-pay disclosure obligations — a question that will ultimately have to be answered by the Delaware Supreme Court — he will argue that the state law claims are pre-empted by Dodd-Frank. “I’m going to get this to federal court regardless,” he said.

The trouble with Feldman's argument, of course, is that existing implied private rights of action under Section 14(a) and/or Rule 10b-5 may provide the requisite cause of action. But that's a question for another day.

In the meanwhile, these cases have all the hallmarks of abusive litigation. As a report from Stanford's Center for Leadership Development and Research observes, "The lead plaintiff in the case, Natalie Gordon, is involved in similar lawsuits against Cisco Systems and Symantec, and has a long his- tory of shareholder lawsuits against companies ...." In my humble and First Amendment-protected opinion, that's a bad sign.

In addition, as the Center suggests by quoting a DLA Piper analysis, these suits can put companies on the horns of a dilemma:

The rationale for the nascent claims in these lawsuits is troubling. Such suits suggest a bottomless demand. Regardless of the amount and detail of information a company may disclose in its proxy statement, a plaintiff may assert that even more disclosure is required. Indeed—paradoxically— a company that chooses to disclose more rather than less may be penalized for its candor, because every piece of information it discloses may provoke a plaintiff to argue that yet more backup information is required. 

Lastly, the Center raises some important questions about these suits that need answering before we allow them to go forward:

• The shareholder disclosure lawsuit against Microsoft alleges that the company’s proxy is “materially misleading and incomplete.” However, the deficiencies identified by the plaintiffs in Exhibit 3 include information that is often considered proprietary and extreme in its detail. How much disclosure is too much disclosure? If a company follows SEC guidelines, why is this not sufficient?
• The Microsoft lawsuit calls for the release of the report prepared by the compensation consultant and all internal memos regarding discussions about executive compensation. Are there any other board decisions that have this level of disclosure? Would the release of this information improve shareholder judgment about the quality of the board’s decision on compensation?
• If compensation litigation alleging misconduct by the board of directors is successful, what other board decisions would be subject to potential suits?

Say on pay was sold as an advisory process that would not change a board of directors' liability exposure. Plaintiff lawyers are trying to remake that bargain into a cash machine on which they will annually draw every proxy season. It's time to nip that effort in the bud. Throw these suits out of court and hit those who bring them with exemplary sanctions.

How much do general counsels make?

Broc Romanek has the highpoints of Equilar's new study on general counsel pay. Bottom line # is $1.4 million (average of Fortune 500 GCs). Beats being a law professor, although the hours are probably worse.

Defining the Pay component of pay for performance

A very detailed post on how to measure executive pay when assessing whether their pay is commensurate with their performance.

"'Say on Pay' and Executive Compensation Litigation: Plaintiffs' New Racket"

Bruce Vanyo, Richard Zelichov and Christina Costley of the Katten Muchin Rosenman law firm argue that:

Nobody can accuse the plaintiff’s shareholder bar for suffering from a lack of creativity or being easily dissuaded from purporting to represent shareholders. Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in July 2010. Section 951 of Dodd-Frank requires a stockholder advisory vote on executive compensation (a “say-on-pay” vote). The Dodd-Frank Act, however, “specifically provides” that the say-on-pay vote (1) “shall not be binding on the issuer or the board of directors;” and (2) does not “create or imply any change to the fiduciary duties of the board members.” 15 U.S.C. § 78n-1(c)). Nonetheless, the plaintiff’s bar began filing stockholder derivative lawsuits alleging breach of fiduciary duty after any negative say-on-pay vote. The vast majority of these cases have been dismissed because the plaintiff failed to make demand on the company’s board of directors before bringing suit and such See Gordon v. Goodyear, 2012 WL 2885695, *10 (N.D. Ill. July 13, 2012) (collecting cases); see also Swanson v. Weil, 2012 WL 4442795 (D. Colo. Sept. 26, 2012); Haberland v. Bulkeley, No. 5:11-CV-463-D (E.D.N.C. Sept. 26, 2012).

As a result, the plaintiff’s bar has resorted to a new attack based on a tactic developed from the merger cases: suing companies before the say-on-pay vote to enjoin the vote based on alleged misleading disclosures. In the last month or so, Plaintiffs’ shareholder lawyers have issued over 30 notices of investigation concerning such suits, and over the course of the last year, they have sued over 20 companies. 

So much for the promises of the say on pay proponents that the new requirements would not become a source of revenue for the trial lawyer bar.

Executive Compensation Symposium at Case Western

This looks interesting (sufficiently so that I briefly debated getting on a train for Cleveland to attend):

Executive compensation has become the most contentious issue in corporate governance. Many claim that poorly designed executive compensation helped cause the recent financial collapse, but critics disagree widely about what was wrong with those designs. Management and investors are wrestling over their roles in structuring executive compensation through say-on-pay and over the role of proxy advisory services. The symposium brings together prominent practicing attorneys, institutional investors, proxy advisors, and academics to discuss the current issues and where we are, or should be, headed.

Elson on the pernicious role of the peer group methodology in setting executive compensation

My old friend and law school classmate Charles Elson is here today and tomorrow at UCLAW to present his research on the pernicious effects that the peer group methodlogy has in executive compensation. The paper, Executive Superstars, Peer Groups and Over-­Compensation: Cause, Effect and Solution, explains that:

In setting the pay of their CEO, boards invariably reference the pay of the executives at other enterprises in similar industries and of similar size and complexity. For this, compensation consultants are retained to construct a “peer group” of such companies and survey the pay practices which are prevalent. Then, in what is described as “competitive benchmarking”, compensation levels are generally targeted to either the 50th, 75th, or 90th percentile. This process is alleged to provide an effective gauge of the “market wage” which is necessary for executive retention. 

The article got a nice write up by Gretchen Morgenstern in the NY Times, who explains that:

New research by Charles M. Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, and Craig K. Ferrere, one of its Edgar S. Woolard fellows, begins by attacking this conventional wisdom. Mr. Elson and Mr. Ferrere conclude, contrary to the prevailing line, that chief executives can’t readily transfer their skills from one company to another. In other words, the argument that C.E.O.’s will leave if they aren’t compensated well, perhaps even lavishly, is bogus. Using the peer-group benchmark only pushes pay up and up.

“It’s a false paradox,” Mr. Elson said in an interview last week. “The peer group is based on the theory of transferability of talent. But we found that C.E.O. skills are very firm-specific. C.E.O.’s don’t move very often, but when they do, they’re flops.”

Broc Romanek comments that:

This new study makes it clear that peer grouping with minimal board discretion is a seriously flawed methodology even when the peer groups are fairly constructed. The authors note their study is the first to document that peer group benchmarking has accidentally become the de facto standard even though it never was designed to determine CEO compensation. 

The fact that most CEOs aren't transferable is something that we have been saying for a long time (eg. this blog). And we also have been warning compensation committees that if they rely heavily on peer groups - and don't use alternative benchmarking techniques like internal pay equity instead - they can be in trouble in court since so many have warned that pay has skyrocketed over the past two decades due to peer group benchmarking. In other words, it arguably isn't reasonable to rely on peer group surveys any more (here's my latest rant on this topic). Will boards and their advisors finally wake up on this issue? They should before the lawsuits come - because then it will be too late...

An executive summary of the paper is available here. I think this is a tremendously important development and a major contribution to the debate.

A smart law review editor would be calling Elson today to accept the article. It's going to be widely cited and discussed for a long time.

In the mail: Research Handbook on Executive Pay

Today's post brought a copy of Research Handbook on Executive Pay, edited by two outstanding legal scholars Randall Thomas and Jennifer Hill.

Research on executive compensation has exploded in recent years, and this volume of specially commissioned essays brings the reader up-to-date on all of the latest developments in the field. Leading corporate governance scholars from a range of countries set out their views on four main areas of executive compensation: the history and theory of executive compensation, the structure of executive pay, corporate governance and executive compensation, and international perspectives on executive pay.

The authors analyze the two dominant theoretical approaches - managerial power theory and optimal contracting theory - and examine their impact on executive pay levels and the practices of concentrated and dispersed share ownership in corporations. The effectiveness of government regulation of executive pay and international executive pay practices in Australia, the US, Europe, China, India and Japan are also discussed.

On a quick scan, many of the articles look quite useful. Todd Henderson's chapter on insider trading and executive compensation looks typically excellent. I'm already deep into Kevin Murphy's chapter on the politics of pay and his expertise and clarity make it a great read. In sum, this looks like an essential addition to the library of toilers in the compensaton vineyard.

Are Corporate CEOs Overpaid?

Schumpeter reports that:

Steven Kaplan of Chicago’s Booth School of Business ... has now gathered his research together in a new paper (“Executive Compensation and Corporate Governance in the US: Perceptions, Facts and Challenges”). ... It is now impossible to talk sensibly about this subject without first grappling with Mr Kaplan.

The paper is available at SSRN: Kaplan, Steven N., Executive Compensation and Corporate Governance in the U.S.: Perceptions, Facts and Challenges (August 22, 2012). Chicago Booth Research Paper No. 12-42; Fama-Miller Working Paper. http://ssrn.com/abstract=2134208. The abstract follows:

In this paper, I consider the evidence for three common perceptions of U.S. CEO pay and corporate governance: (1) CEOs are overpaid and their pay keeps increasing; (2) CEOs are not paid for performance; and (3) boards do not penalize CEOs for poor performance. While average CEO pay increased substantially through the 1990s, it has declined since then. CEO pay levels relative to other highly paid groups today are comparable to their average levels in the early 1990s. In fact, the relative pay of large company CEOs is similar to its average level since the 1930s. The ratio of large company CEO pay to firm market value also has remained roughly constant since 1960. This suggests that similar forces, likely technology and scale, have played a meaningful role in driving CEO pay and the pay of others with top incomes. With regard to performance, CEOs are paid for performance and penalized for poor performance. Finally, boards do monitor CEOs. The rate of CEO turnover has increased in the 2000s compared to the 1980s and 1990s, and is significantly tied to poor stock performance. While corporate governance failures and pay outliers as well as the very high average pay levels relative to the typical household undoubtedly have contributed to the common perceptions, a meaningful part of CEO pay appears to be market determined and boards do appear to monitor their CEOs. Consistent with that, top executive pay policies at over 98% of S&P 500 and Russell 3000 companies received majority shareholder support in the Dodd-Frank mandated Say-On-Pay votes in 2011.

I've downloaded the paper and it is a tour de force. Compensation critics who do not engage his work will be exposed as pure cranks. But how will they rebut it?