Publications
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:
- “How weak corporate governance contributed to the VW scandal.” ProfessorBainbridge.com, March 5, 2016
- “The Volkswagen case and its corporate governance roots,” Basic Topics on Corporate Governance, March 6, 2016
- “UDARF Meeting,” UDaily, March 18, 2016
- “What caused Volkswagen’s emissions scandal?” Jack Torrance, Management Today, May 10, 2016
- “Selected Law Firm Memoranda and Other Articles of Interest,” CGC Insight, May 2016 (ABA Business Law Section Corporate Governance Committee)
- “The Volkswagen Diesel Emissions Scandal and Accountability,” The CPA Journal, July 2019
Publications
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
- Experience in the Field Helps Win Board Seats, Joann Lublin, Wall Street Journal, September 23, 2014
- A Corporate Governance Change that Needs to Come to Canada, Richard Leblanc, Huffington Post – Business, Canada, October 2, 2014
- CEO Power Increases Where Independent Directors Lack Industry Knowledge (PDF), CGC Insight, ABA Business Law Section, Corporate Governance Committee, Volume I, Issue I, October 2014
- To Improve Boards’ Gender Diversity, Experts Say Refine Succession Processes (PDF), Michael Greene, Bloomberg BNA Corporate Law & Accountability Report, December 11, 2014
- New Corporate Governance Report Details Boardroom Trends, ’15 Focus Areas, Michael Greene, Bloomberg BNA Corporate Law & Accountability Report, December 19, 2014
- Seeking: Corporate Board Candidates With Industry Knowledge, Board Diversity (PDF), Michale Greene, Bloomberg BNA Corporate Law & Accountability Report, June 19, 2015, and Bloomberg BNA Corporate Counsel Weekly, June 17, 2015
- Changing Board Practices and Culture to Meet Investor Expectations (PDF), Ronald P. O’Hanley and Rakhi Kumar, StateStreet Global Advisors IQ Insights, August 2015
- Coming Events Cast Their Shadows: 2015 Events and the 2016 Proxy Season, Francis Byrd, BrydSpeaks, January 10, 2016 [Shadow 4: Director Refreshment, Nominee Selection Board Diversity and Industry Experience]
Publications
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:
- Gretchen Morgenson at the New York Times, “Fair Game: C.E.O.’s and the Pay-’Em-or-Lose-’Em Myth”
- Gretchen Morgenson at the New York Times, “If Shareholders Say ‘Enough Already,’ the Board May Listen”
- Ken Silverstein for Forbes “Are Utility CEO Pay Packages Fair Compared to Average Workers”
- David Futrelle at Time magazine, “Executive Pay: Is “I’ll Have What He’s Having” Really the Best Approach?”
- Martha C. White at NBC News, “Lavish CEO pay doesn’t work as intended: study”
- William Alden at the New York Times DealBook,”Morning Agenda: Inching Towards Completion”
- Stephen Bainbridge on his blog ProfessorBainbridge.com, “Elson on the pernicious role of the peer group methodology in setting executive compensation”
- Brok Romanek at TheCorporateCounsel.net, “Study: Peer Group Benchmarking Falsely Used Because Talent Isn’t Transferable”
- Directors Daily Briefing, Directorship, “New study addresses the pay-‘em-or lose’em myth regarding CEOs”
- Catherine Dunn at Corporate Counsel, “Time to Abolish Peer Grouping in Determining Executive Pay?”
- Joe Mont at Compliance Week, “Peer Pressure: Is Benchmarking to Blame for Runaway CEO Pay?”
- Dan Ariely at Wall Street Oasis, “Bogus Bonuses and C.E.O. Salaries”
- Mike Foster at Financial News, “Peer pressure feeds pay spiral”
- Jamie Smith Hopkins at the Baltimore Sun, “CEO Pay Rises at Most Local Public Companies”
- UDaily, “ UD corporate governance professor, fellow issue study on executive pay“
- Hunter Riley at the New Mexico Business Weekly, “New study questions CEO pay practices”
- Marc Hogan at Agenda Week, “Study Questions Retention Power of CEO Pay; Investors Want Board Members to Reach Out”
- Kristin Gribben at Agenda Week, “Is Benchmarking Gradually Falling Out of Favor?”
- CNBC Video Interview, “CEO’s Pay to Stay Myth Debunked: Study”
- Emily Chasen at the Wall Street Journal,“CEO Pay Seen Hitting Bear Market, CFO Comp Rising”
- Broc Romanek for American Banker, “For CEOs, Happy Paydays May be Numbered”
- Edward Trapunski for The Globe and Mail, “Why we pay CEOs too much, and how we can stop”
- Russel Grantham for the Atlanta-Journal Constitution, “Major companies use questionable peer groups to set CEO pay”
- Mike Foster, Benchmark Maths Generate Endless Rise in High Pay, Financial News
- Chris O’Brien, That Superstar CEO You Just hired Will Probably Fail, San Jose Mercury News
- Lin-Grensing-Pophal, The Trouble With Benchmarks, Human Resource Executive
- Kevin Horrigan, The High Price of Missouri History, St. Louis Post-Dispatch
- Max Smith and Steve Seelig, Peer Group Benchmarking and Excessive CEO Pay – Is the Answer That Simple?, Towers Watson
- David Lindorff, Pay Peer Groups Questioned, Treasury & Risk
- CEO pay is clearly out of whack: Here’s how to fix it, Arizona State University, W. P. Carey School of Business, Finance, November 19, 2012
- David Lindorff, Benchmarking of CEO Pay Questioned, Treasury & Risk
- Dan Burrows, Why Rock Star CEOs Are Way Overpaid, InvestorPlace
- Laura J. Finn, Debating the Merits of Exec Comp Peer Groups, Trending in Governance (blog), Corporate Board Member
- Stephen Bainbridge, Barrall on Elson on Executive Compensation, ProfessorBainbridge.com
- Russell Grantham, Does CEO Pay Reflect Big Ability or Undue Influence, Atlanta Journal-Constitution
- Wade Malcolm, UD Study Pans CEO Compensation Method, News Journal
- Meg McSherry Breslin, CEOs See More Green, but 2012 Bump Only 1.2%: Survey, Workforce
- Kecia Ball, The Trouble With Peer-Pay Benchmarking for CEOs, Human Resource Executive
- Doug Rainey, Flaws Found in Peer Benchmarking of Executive Pay, Delaware Business Daily
- James McRitchie, Take Action: Comments on SEC Pay Ratio Rulemaking Due December 2, CorpGov.net
- Karen Kane, Compensation Challenges Continue For Boards, The Podium (blog), Corporate Board Member
- James Surowiecki, Why C.E.O. Pay Keeps Going Up, New Yorker
- Why Executive Compensation Models Don’t Work, BNN (video interview)
- Annie Lowrey, Even Among the Richest of the Rich, Fortunes Diverge, New York Times
- Joe Cahill, The Great CEO Pay Canard, Joe Cahill on business (blog), Crain’s Chicago Business
- Our Opinion: Debunking the Myths of CEO Salaries, Brattleboro Reformer
- Elliot Blair Smith, The Man Pushing CEO Pay to the Stratosphere, Fiscal Times
- Josh Boak, The CEO of your Company Just Got a Huge Raise. You Didn’t. Here’s Why., Associated Press (reprinted by Toledo Blade, The Globe and Mail, NBC News and others)
- Leo Gerard, Just how Big Are CEOs’ Packages?, In These Times (reprinted by Politix)
- Natasha Lindstrom, Benchmarking against peers propels CEO pay higher, Pittsburgh Tribune-Review
- Anders Melin, Jeremy Scott Diamond, How Companies Justify Big Pay Raises for CEOs, Bloomberg Business
- Anders Melin, Jeremy Scott Diamond, Public companies cite ‘peers’ to justify big pay packages, The Seattle Times (Bloomberg Business)
- Barbara Mantel, Are CEOs worth the millions in compensation they receive? Sage Business Researcher, Executive Pay Issue
- Ted Kaufman, Are CEO’s worth that much? Not by a long shot, The News Journal
- Lawrence M. Fisher and Irving S. Becker, Getting the Right measure on CEO Comp, Korn Ferry Institute
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)