History repeats itself in the law as in other arenas. In the law of executive compensation, such a repetition may be imminent. Ever since the advent of the large industrial corporation in the United States, there has been periodic outrage at payments made to its top executives. This repetition suggests that the law has failed to keep pace with the observed problems. Part I of this Article describes the current and historic uproar over executive compensation in large corporations in the United States. Part II provides the economic background of the process of negotiating executive compensation. Part III analyzes the existing reaction of courts to executive compensation challenges. Part IV collects the sparse history of the corporate officer's separate duties and sketches what those might include if defined by courts today in executive compensation cases. Finally, Part V demonstrates how these duties respond more efficiently to the economic, political, and legal issues involved than current rules.
Douglas C. Michael, The Corporate Officer's Independent Duty as a Tonic for the Anemic Law of Executive Compensation, 17 J. Corp. L. 785 (1992).