The Bug at Volkswagen

The Bug at Volkswagen: Lessons in Co-Determination, Ownership, and Board Structure

co-authored with Craig K. Ferrere and Nicholas Goossen— 27 JOURNAL OF APPLIED CORPORATE FINANCE 36 (2015)

Article: The Bug at Volkswagen

Professor Elson has spoken on this topic at:

  • The Philadelphia Club
  • University of Delaware Association of Retired Faculty (UDARF) luncheon
  • American Bar Association, Business Law Section Spring Meeting, Corporate Governance Committee panel
  • Financial Management Association
  • Financial Management Association International

Related Publications:

Media Coverage/Related Articles:

A New Kind of Captured Board

Directors & Boards magazine, First Quarter 2014

Weinberg Center – A Thought Leader on Board Composition

Article: A new kind of captured board (PDF)

Co-authored by Ann Mulé, Associate Director of the Weinberg Center, and Charles Elson, Director of the Weinberg Center. The article was published in the first quarter 2014 edition of the Directors & Boards magazine.  The article is about the importance of independent director industry expertise on a public company board and the dangers of a “management knowledge-captured board.”

Ms. Mulé and/or Professor Elson have spoken on this topic at:

  • ABA Business Law Section Spring 2014 Meeting
  • 2014 Citadel Directors Institute
  • The Conference Board’s Global Corporate Governance Research Center’s Corporate/Investor Summit
  • ABA Business Law Section Annual Meeting, Corporate Governance Committee
  • 2014 NACD Board Leadership Conference, Board Committee Forum: Nominating and Governance
  • 2015 ISS Annual Conference
  • TIAA-CREF Board of Trustees Retreat, Corporate Governance Committee
  • RRDonnelley Proxy Statement Interactive Seminar
  • PwC/Weinberg Center Webcast
  • International Corporate Governance Network (ICGN) Boston 2015
  • Association of Corporate Counsel 2015 Annual Meeting
  • Blank Rome Seminar
  • Equilar/Nasdaq Conference

Related Articles

Executive Superstars, Peer Groups and Overcompensation

Journal of Corporation Law, Spring 2013

Executive Superstars Peer Groups and Overcompensation – Cause Effect and Solution (PDF) Published in the Journal of Corporation Law, 2013

This paper is written by Edgar S. Woolard, Jr., Chair Charles Elson and Edgar S. Woolard, Jr., Fellow Craig Ferrere, discussing the cause, effect, and solution of Executive Superstars, Peer Groups and Overcompensation. The paper can also be downloaded without charge from SSRN here.

Press coverage:
Related workshops:
  • October 2012: Charles Elson and Craig Ferrere presented a workshop on the paper they co-authored, “Executive Superstars, Peer Groups and Over-Compensation: Cause, Effect and Solution,” for the ­­­­­­­­­ Department of Finance at the Arizona State University in Phoenix, AZ
  • October 2012: Charles Elson and Craig Ferrere spoke about their co-authored paper, “Executive Superstars, Peer Groups and Over-Compensation: Cause, Effect and Solution,” at the Corporate Institute and the Institute for Law and Economics of the University of Minnesota Law School
  • October 2012: Charles Elson and Craig Ferrere did a presentation on their co-authored paper, “Executive Superstars, Peer Groups and Over-Compensation – Cause, Effect and Solution,” at the Blue Sky Workshop co-sponsored by the Center for Law and Economic Studies and Richard Paul Richman Center for Business, Law, and Public Policy at the Columbia University School of Law in New York, NY
  • October 2012: Charles Elson and Craig Ferrere did a presentation on their co-authored paper, “Executive Superstars, Peer Groups and Over-Compensation – Cause, Effect and Solution,” at the Friday Faculty Colloquium at the UCLA School of Law in Los Angeles, CA
  • August 2012: Charles Elson and Craig Ferrere gave a presentation on their co-authored paper, “Executive Superstars, Peer Groups and Over-Compensation – Cause, Effect and Solution” as part of the Department of Finance Seminar Series at the University of Delaware
Related conferences and speaking engagements:
  • National Association of Corporate Directors, Philadelphia Chapter: “Major Issues in Executive Compensation,” May 14, 2014
  • Conference Board, Executive Compensation Conference: “The CEO Pay Requirement,” May 8, 2014
  • Dominican University, Brennan Forum on Corporate Governance, Presenter: “Discussion of the Pay Ratio Between CEOs and Median Employees,” April 9, 2014
  • Equilar, Webinar: “2014 Peer Group Webinar,” February 20, 2014.  For a copy of the slides
  • Hansell, LLP, Luncheon: October 30, 2013
  • Grant Thornton: “Insights Looking Ahead to 2014: What’s next in a Say-on-Pay World?” September 30, 2013
  • National Association of Stock Plan Professionals.  “The Consultants Speak: Hot Topics in Executive Compensation,” September 2013
  • American Bar Association, Business Law Section and the ABA Center for Professional Development, Webinar: “Challenging the Peer Group Bias for Executive Compensation,” June 27, 2013
  • Conference Board, Executive Compensation Conference: June 20, 2013
  • Center on Executive Compensation: “The Future of Peer Groups,” May 30, 2013
  • National Association of Corporate Directors.  “Effective Talent Management: thinking Beyond the Paycheck,” May 2013
  • Conference Board, Webinar: “Executive Compensation and What to Do When Peer Groups Don’t Matter,” May 16, 2013
  • Conference Board, Executive Compensation Conference: “Factoring in the Competitive and Economic Context – the Real Relevance of Market Trends and Best Practices,” May 15, 2013
  • University of Delaware, John L. Weinberg Center for Corporate Governance: “Deemphasizing Peer Groups – What’s Next?” April 11, 2013
  • Mercer LLC.  Executive Compensation Forum, April 2013
  • American Bar Association, Spring Meeting, Business Law Section: “Challenging the Peer Group Bias for Executive Compensation,” April 5, 2013
  • Corporate Directors Forum 2013.  “CEO Pay: Groundhog Day or a new Day Dawning,” “Executive Compensation – Where Everyone is “above average.”  Really? New considerations is executive pay, “ January 2013
  • Conference Board, Director Roundtable: “Executive Compensation and the Utility of Peer Groups,” (a “debate” w/ Ira Kay), January 18, 2013 (video available at http://www.conferenceboard.org/directorroundtables/peergroups)
  • Society of Corporate Secretaries and Governance Professionals, Midwest Regional Fall Conference: “The Problem with Peer Groups,” November 16, 2012
  • Tapestry Networks.  “Peer Groups:  Challenges and Opportunities,” CCLN Meeting, November 2012
  • Investor Responsibility Research Center Foundation, Webinar: “Executive Superstars, Peer Groups and Over-Compensation – Cause, Effect and Solution,” October 17, 2012
  • University of Minnesota Law School, Corporate Institute and the Institute for Law and Economics: “Executive Superstars, Peer Groups and Over-Compensation – Cause, Effect and Solution,” October 3, 2012
  • UCLA School of Law, Lowell Milken Institute for Business Law and Policy, Business Law Breakfast: “Executive Superstars, Peer Groups and Over-Compensation – Cause, Effect and Solution,” September 27, 2012
  • National Association of Corporate Directors, Southern California Chapter: “Executive Superstars, Peer Groups and Over-Compensation – Cause, Effect and Solution,” September 26, 2012
  • The Philadelphia Club.  “Punting Peer Groups:  Resolving the Compensation Conundrum,” Speaker Series, January 2012
  • University of Idaho Law School.  “Resolving the Compensation Conundrum,” Federalist Society for Law and Public Policy Studies, January 2012
  • Gonzaga University School of Law.  “Resolving the Compensation Conundrum,” Federalist Society for Law and Public Policy Studies, January 2012
  • University of Delaware, John L. Weinberg Center Compensation Symposium: “Punting Peer Groups: Resolving the Compensation Conundrum,” May 8, 2011
  • Conference Board, Executive Compensation Directors’ Forum: “A Discussion of Peer Grouping and its Role in the Compensation Process,” December 2, 2011
  • American Bar Association, Annual Meeting, Business Law Section: “Roundtable: Corporate Governance,” August 5, 2011
Speeches, comment letters and books in which the paper was cited:
  • Statement of Commissioner Luis A. Aguilar, SEC Open Meeting, Providing Context for Executive Compensation Decisions, September 18, 2013
  • Meridian Compensation Partners, Report Commissioned by Canadian Banks, Review of Horizontal Benchmarking and Its Impact on CEO Compensation, 2014
  • Comment Letters, File S7-07-13, Pay Ratio Disclosure: Organizational Capital Partners, NEI Investments, PGGM, Quintave Managerial Leadership System, MVC Associates International, The Network for Sustainable Financial Markets, RPMI Railpen, AFL-CIO,
  • Shareholder Proposals: at Con Edison, NiSource Inc., and First Energy by the Utility Workers Union of America; at Waste Management by the AFL-CIO Reserve Fund.
  • Securities and Exchange Commission, Pay Ratio Disclosure, Proposed Rule, page 94
  • Equilar, S&P 1500 Peer Group Report: 2014
  • Ira T. Kay, Executive Pay at a Turning Point (2013)
  • Michael B. Dorff, Indispensable and Other Myths: Why the CEO Pay Experiment Failed and How to Fix It, University of California Press (2014)
  • David Chandler and William B. Werther, Jr., Corporate Social Responsibility: Stakeholders, Globalization, and Sustainable Value Creation, Sage Publications, Inc. (2013)
  • Michael A. Hitt, et al, Strategic Management: Concepts and Cases: Competitiveness and Globalization, Cengage Learning (2013)
  • Michael Armstrong and Stephen Taylor, Armstrong’s Handbook of Human Resource Management, 13th Ed., Kogan Page, Ltd. (2014)
  • Lee G. Bolman and Terrence E. Deal, Reframing Organizations: Artistry, Choice, and Leadership, John Wiley & Sons, Inc. (2013)