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Jesse Fried Questions Strength of New Executive Compensation Guidelines

Business Week, June 14, 2009 by Jane Sasseen
http://www.businessweek.com/print/bwdaily/dnflash/content/jun2009/db20090614_627879.htm

“The Administration has put forth several principles for executive compensation that should be followed, but people have understood these principles for a long time,” says Jesse Fried, a professor at the University of California at Berkeley and co-author of Pay Without Performance: The Unfulfilled Promise of Executive Compensation. “It can’t hurt to have the Treasury Secretary repeat them, though mere repetition is not that helpful. Unless the balance of power between shareholders and executives shifts, I don’t see any change coming.”

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Jesse Fried Critiques Plan to Limit Executive Pay at Public Companies

USA Today, June 10, 2009 by Pallavi Gogoi
http://www.usatoday.com/news/washington/2009-06-10-administration-wall-street_N.htm?loc=interstitialskip

“This kind of legislation will change the balance of power on compensation, between executives and shareholders,” says Jesse Fried, executive compensation expert and law professor at the University of California-Berkeley.

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Jesse Fried Thinks Psystar’s Bankruptcy Foils Apple’s Lawsuit

CNET News.com, May 27, 2009 by Erica Ogg
http://www.zdnetasia.com/news/business/0,39044229,62054386,00.htm?scid=rss_z_nw

“The bankruptcy court may say this company (owes) Apple US$10 million. But that doesn’t mean Apple will get that money,” said Fried. “They’ll be treated like an unsecured creditor.… They (probably) hope to have Apple’s suit quickly resolved, have the dollar amount figured out, and pay Apple only a fraction of the dollar amount determined by court.”

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Jesse Fried Says a New York Times Sale Could Jeopardize Its High Standards

The Huffington Post.com, May 15, 2009 by Thomas B. Edsall
http://www.huffingtonpost.com/2009/05/15/the-new-york-times-and-th_n_203807.html?view=print

If the assets were put up for sale while in bankruptcy proceedings, “the family would have difficulty disregarding the highest bidder” in favor of a bidder considered a stronger proponent of the journalistic values maintained by the family.

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Jesse Fried Points Out Potential Impact of Auto Bankruptcies on Ford

San Francisco Chronicle, May 3, 2009 by Kathleen Pender
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2009/05/03/BURT17CSR8.DTL&type=printable

Normally, when a company files for bankruptcy, others in the industry benefit “because it takes out a competitor,” says Jesse Fried, a bankruptcy-law professor at UC Berkeley. Even if the failed company attempts to reorganize, “it usually shrinks and becomes a less potent competitor,” Fried says.

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Jesse Fried Believes AIG Should Pay Executive Bonuses

KGO-TV ABC 7 March 16, 2009 by Mark Matthews
http://abclocal.go.com/kgo/story?section=news/politics&id=6713338

“The amounts involved are not in dispute, the obligation to pay them is not in dispute and they have to be paid,” Professor Jesse Fried said…. “The people at the very top that made the bad decisions are out; these are lower level executives who the company needs on a day to day basis and if we don’t pay these people what we promised them then they will leave, and the U.S. taxpayer will be left with very little.”

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Jesse Fried Explains Corporate Governance in Book, “Pay Without Performance”

The New York Times, Economix Blog, February 20, 2009 by Uwe E. Reinhardt
http://economix.blogs.nytimes.com/2009/02/20/whom-do-corporate-boards-represent/?pagemode=print

With persuasive empirical research, Professors Bebchuk and Fried argue that corporate governance in America is more realistically described by a “managerial power” model in which C.E.O.’s have sufficient power over their boards to dictate their own compensation, subject only to what the authors call an “outrage” constraint.

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Jesse Fried Questions Effectiveness of Executive Pay Cap

The New York Times, Room for Debate, February 5, 2009 by Jesse Fried
http://roomfordebate.blogs.nytimes.com/2009/02/04/the-effects-of-capping-pay/

Boards’ fear of shareholder and Congressional outrage is likely to prevent them from increasing executive pay at bailed-out banks…. But the Treasury’s guidelines may not reduce the compensation of these bank chief executives, either. Bailed-out banks are likely to simply replace current sizeable compensation packages with restricted stock of similar value. And several years from now, if all goes according to plan, these executives will walk away with tens of millions of dollars.

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Jesse Fried Explains Rationale for CEOs’ Lower Pay in Japan

The Wall Street Journal, Nov. 28, 2008 by Yuka Hayashi and Phred Dvorak
http://online.wsj.com/article/SB122782362228562381.html#printMode

The big pay packages of American CEOs are less socially acceptable in many other countries including Japan, says Jesse Fried, a University of California, Berkeley law professor who co-authored a book on executive compensation in 2004.

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Jesse Fried Notes Upside of Chapter 11 Bankruptcy for Carmakers

San Francisco Chronicle, Nov. 20, 2008 by Kathleen Pender
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/11/20/BUVG147QK6.DTL&type=printable

“It’s a way to give companies a fresh start,” says Jesse Fried…. “Airlines have gone into bankruptcy to get out of all sorts of pension obligations, to eliminate debt or replace it with equity, to renegotiate aircraft leases. This process, even though it is very painful for many parties involved, allows more value to be preserved for all parties collectively than would be the case if the company failed outside of bankruptcy and was ripped apart by its creditors.”

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Jesse Fried Opposes Ban on Corporate Bonuses for Rank and File

ABC World News, Oct. 30, 2008 by David Muir
http://abcnews.go.com/print?id=6150746

“These investment bankers would just leave the company,” said Jesse Fried, author of Pay Without Performance. “They’d go work at a hedge fund or one of the banks that’s not getting an infusion of money from the U.S. government.”

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Jesse Fried Says AIG Executive’s Staggering Bonus Deal is Common

ProPublica, Oct. 10, by Paul Keil
http://www.propublica.org/article/former-aig-exec-at-center-of-meltdown-got-paid-millions-for-little-work-101/#When:17:35:01Z

Such compensation arrangements are common for departing executives, says Jesse Fried, a professor at the UC Berkeley Law School. Fried noted that such agreements usually don’t actually require that the execs do any work, and frequently the executives don’t.

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Jesse Fried Links Executive Pay and Wall Street Meltdown

Berkeleyan, Oct. 1, by Marie Felde
http://berkeley.edu/news/berkeleyan/2008/10/01_wallstreet.shtml

“I don’t think we can rule out the structure of executive pay as a causal factor on the meltdown. A lot of the pay was based on bonuses based on year-to-year earnings.”

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Jesse Fried Argues for Government Clawback of Executive Bonuses

San Francisco Chronicle, September 29, by Jesse Fried
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/09/29/ED201385J9.DTL

“The cost of cleaning up Wall Street’s debacle must not fall entirely on taxpayers’ shoulders; those who profited from the derivatives casino should directly chip in. Clawing back executives’ bonus pay will also make future decision-makers think twice before taking similar financial gambles, reducing the likelihood that another generation of Americans will be asked to bail out Wall Street.”

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Jesse Fried Thinks Congress Incapable of Regulating Executive Pay

San Francisco Chronicle, September 27, by Susan Sward
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/09/26/BUHM135DL7.DTL

“Even though I have been a critic of executive compensation arrangements, my own view is Congress should not be trying to micromanage pay in these companies” receiving bailout monies, said UC Berkeley law Professor Jesse Fried….”Congress typically doesn’t know what it is doing when it comes to regulating executive compensation, and every time they have gotten involved in micromanaging CEO pay, they have made a much worse mess of things,” he said.

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Jesse Fried Links Wall Street Meltdown to Executive Compensation

Wall Street Journal, September 27, by Phred Dvorak
http://www.wsj.com/article/SB122246504168980147.html

“I don’t think we can rule out the structure of executive pay as a causal factor of the meltdown,” said Mr. Fried. “A lot of the pay was based on bonuses based on year-to-year earnings.” That short-term focus caused short-term thinking, he argued.

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Jesse Fried and Eric Talley Comment on Popularity of Academic Web Site

The Daily Californian, June 25, by Emma Anderson
http://www.dailycal.org/article/101985

“(The rankings feature) may have been added as a gimmick to encourage more postings, so you’d get more downloads,” Fried said…. “It got one thousand downloads. Does that make it more scholarly significant? No.”
“It’s not a great barometer,” Talley said. “All you really need is a really provocative title and people will download it only to reach page three and find it’s nothing.”

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Jesse Fried Says SEC Investigation May Not Force Out Broadcom Executives

San Francisco Daily Journal, May 15, by Gabe Friedman
http://www.dailyjournal.com

Sometimes, he said, a person’s value to the company outweighs the risks of fallout from a potential SEC investigation. He noted that in other instances, officers can continue at a company because they own large shares of stock…. “I see two possible explanations for them staying on,” Fried said about Dull and Samueli. “One is that their technical skills are needed, the other is that they’re powerful.”

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Jesse Fried on the Marvell Technologies Investigation

The Recorder, July 2, by Justin Scheck
http://www.law.berkeley.edu/news/mediacoverage/inthenews/July1-13-07.pdf#fried

“…You have to ask yourself, ‘What is the right result?’…if you care about shareholders and what’s good for them…you are not going to want to throw out Steve Jobs.”

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Jesse Fried on “Hands-Off Options”

American Public Media: Marketplace, July 27, Host: Kai Ryssdal
http://marketplace.publicradio.org/shows/2007/07/27/PM200707273.html

Jesse Fried: “Many CEOs get rich off stock options, even when investors fare poorly. Boards could easily solve this problem. But executives like things the way they are. And boards are too timid to insist options be structured properly…”

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In the News



Jesse Fried Questions Strength of New Executive Compensation Guidelines

Business Week, June 14, 2009 by Jane Sasseen
http://www.businessweek.com/print/bwdaily/dnflash/content/jun2009/db20090614_627879.htm

“The Administration has put forth several principles for executive compensation that should be followed, but people have understood these principles for a long time,” says Jesse Fried, a professor at the University of California at Berkeley and co-author of Pay Without Performance: The Unfulfilled Promise of Executive Compensation. “It can’t hurt to have the Treasury Secretary repeat them, though mere repetition is not that helpful. Unless the balance of power between shareholders and executives shifts, I don’t see any change coming.”


Jesse Fried Critiques Plan to Limit Executive Pay at Public Companies

USA Today, June 10, 2009 by Pallavi Gogoi
http://www.usatoday.com/news/washington/2009-06-10-administration-wall-street_N.htm?loc=interstitialskip

“This kind of legislation will change the balance of power on compensation, between executives and shareholders,” says Jesse Fried, executive compensation expert and law professor at the University of California-Berkeley.


Jesse Fried Thinks Psystar’s Bankruptcy Foils Apple’s Lawsuit

CNET News.com, May 27, 2009 by Erica Ogg
http://www.zdnetasia.com/news/business/0,39044229,62054386,00.htm?scid=rss_z_nw

“The bankruptcy court may say this company (owes) Apple US$10 million. But that doesn’t mean Apple will get that money,” said Fried. “They’ll be treated like an unsecured creditor.… They (probably) hope to have Apple’s suit quickly resolved, have the dollar amount figured out, and pay Apple only a fraction of the dollar amount determined by court.”


Jesse Fried Says a New York Times Sale Could Jeopardize Its High Standards

The Huffington Post.com, May 15, 2009 by Thomas B. Edsall
http://www.huffingtonpost.com/2009/05/15/the-new-york-times-and-th_n_203807.html?view=print

If the assets were put up for sale while in bankruptcy proceedings, “the family would have difficulty disregarding the highest bidder” in favor of a bidder considered a stronger proponent of the journalistic values maintained by the family.


Jesse Fried Points Out Potential Impact of Auto Bankruptcies on Ford

San Francisco Chronicle, May 3, 2009 by Kathleen Pender
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2009/05/03/BURT17CSR8.DTL&type=printable

Normally, when a company files for bankruptcy, others in the industry benefit “because it takes out a competitor,” says Jesse Fried, a bankruptcy-law professor at UC Berkeley. Even if the failed company attempts to reorganize, “it usually shrinks and becomes a less potent competitor,” Fried says.


Jesse Fried Believes AIG Should Pay Executive Bonuses

KGO-TV ABC 7 March 16, 2009 by Mark Matthews
http://abclocal.go.com/kgo/story?section=news/politics&id=6713338

“The amounts involved are not in dispute, the obligation to pay them is not in dispute and they have to be paid,” Professor Jesse Fried said…. “The people at the very top that made the bad decisions are out; these are lower level executives who the company needs on a day to day basis and if we don’t pay these people what we promised them then they will leave, and the U.S. taxpayer will be left with very little.”


Jesse Fried Explains Corporate Governance in Book, “Pay Without Performance”

The New York Times, Economix Blog, February 20, 2009 by Uwe E. Reinhardt
http://economix.blogs.nytimes.com/2009/02/20/whom-do-corporate-boards-represent/?pagemode=print

With persuasive empirical research, Professors Bebchuk and Fried argue that corporate governance in America is more realistically described by a “managerial power” model in which C.E.O.’s have sufficient power over their boards to dictate their own compensation, subject only to what the authors call an “outrage” constraint.


Jesse Fried Questions Effectiveness of Executive Pay Cap

The New York Times, Room for Debate, February 5, 2009 by Jesse Fried
http://roomfordebate.blogs.nytimes.com/2009/02/04/the-effects-of-capping-pay/

Boards’ fear of shareholder and Congressional outrage is likely to prevent them from increasing executive pay at bailed-out banks…. But the Treasury’s guidelines may not reduce the compensation of these bank chief executives, either. Bailed-out banks are likely to simply replace current sizeable compensation packages with restricted stock of similar value. And several years from now, if all goes according to plan, these executives will walk away with tens of millions of dollars.


Jesse Fried Explains Rationale for CEOs’ Lower Pay in Japan

The Wall Street Journal, Nov. 28, 2008 by Yuka Hayashi and Phred Dvorak
http://online.wsj.com/article/SB122782362228562381.html#printMode

The big pay packages of American CEOs are less socially acceptable in many other countries including Japan, says Jesse Fried, a University of California, Berkeley law professor who co-authored a book on executive compensation in 2004.


Jesse Fried Notes Upside of Chapter 11 Bankruptcy for Carmakers

San Francisco Chronicle, Nov. 20, 2008 by Kathleen Pender
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/11/20/BUVG147QK6.DTL&type=printable

“It’s a way to give companies a fresh start,” says Jesse Fried…. “Airlines have gone into bankruptcy to get out of all sorts of pension obligations, to eliminate debt or replace it with equity, to renegotiate aircraft leases. This process, even though it is very painful for many parties involved, allows more value to be preserved for all parties collectively than would be the case if the company failed outside of bankruptcy and was ripped apart by its creditors.”


Jesse Fried Opposes Ban on Corporate Bonuses for Rank and File

ABC World News, Oct. 30, 2008 by David Muir
http://abcnews.go.com/print?id=6150746

“These investment bankers would just leave the company,” said Jesse Fried, author of Pay Without Performance. “They’d go work at a hedge fund or one of the banks that’s not getting an infusion of money from the U.S. government.”


Jesse Fried Says AIG Executive’s Staggering Bonus Deal is Common

ProPublica, Oct. 10, by Paul Keil
http://www.propublica.org/article/former-aig-exec-at-center-of-meltdown-got-paid-millions-for-little-work-101/#When:17:35:01Z

Such compensation arrangements are common for departing executives, says Jesse Fried, a professor at the UC Berkeley Law School. Fried noted that such agreements usually don’t actually require that the execs do any work, and frequently the executives don’t.


Jesse Fried Links Executive Pay and Wall Street Meltdown

Berkeleyan, Oct. 1, by Marie Felde
http://berkeley.edu/news/berkeleyan/2008/10/01_wallstreet.shtml

“I don’t think we can rule out the structure of executive pay as a causal factor on the meltdown. A lot of the pay was based on bonuses based on year-to-year earnings.”


Jesse Fried Argues for Government Clawback of Executive Bonuses

San Francisco Chronicle, September 29, by Jesse Fried
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/09/29/ED201385J9.DTL

“The cost of cleaning up Wall Street’s debacle must not fall entirely on taxpayers’ shoulders; those who profited from the derivatives casino should directly chip in. Clawing back executives’ bonus pay will also make future decision-makers think twice before taking similar financial gambles, reducing the likelihood that another generation of Americans will be asked to bail out Wall Street.”


Jesse Fried Thinks Congress Incapable of Regulating Executive Pay

San Francisco Chronicle, September 27, by Susan Sward
http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2008/09/26/BUHM135DL7.DTL

“Even though I have been a critic of executive compensation arrangements, my own view is Congress should not be trying to micromanage pay in these companies” receiving bailout monies, said UC Berkeley law Professor Jesse Fried….”Congress typically doesn’t know what it is doing when it comes to regulating executive compensation, and every time they have gotten involved in micromanaging CEO pay, they have made a much worse mess of things,” he said.


Jesse Fried Links Wall Street Meltdown to Executive Compensation

Wall Street Journal, September 27, by Phred Dvorak
http://www.wsj.com/article/SB122246504168980147.html

“I don’t think we can rule out the structure of executive pay as a causal factor of the meltdown,” said Mr. Fried. “A lot of the pay was based on bonuses based on year-to-year earnings.” That short-term focus caused short-term thinking, he argued.


Jesse Fried and Eric Talley Comment on Popularity of Academic Web Site

The Daily Californian, June 25, by Emma Anderson
http://www.dailycal.org/article/101985

“(The rankings feature) may have been added as a gimmick to encourage more postings, so you’d get more downloads,” Fried said…. “It got one thousand downloads. Does that make it more scholarly significant? No.”
“It’s not a great barometer,” Talley said. “All you really need is a really provocative title and people will download it only to reach page three and find it’s nothing.”


Jesse Fried Says SEC Investigation May Not Force Out Broadcom Executives

San Francisco Daily Journal, May 15, by Gabe Friedman
http://www.dailyjournal.com

Sometimes, he said, a person’s value to the company outweighs the risks of fallout from a potential SEC investigation. He noted that in other instances, officers can continue at a company because they own large shares of stock…. “I see two possible explanations for them staying on,” Fried said about Dull and Samueli. “One is that their technical skills are needed, the other is that they’re powerful.”


Jesse Fried on the Marvell Technologies Investigation

The Recorder, July 2, by Justin Scheck
http://www.law.berkeley.edu/news/mediacoverage/inthenews/July1-13-07.pdf#fried

“…You have to ask yourself, ‘What is the right result?’…if you care about shareholders and what’s good for them…you are not going to want to throw out Steve Jobs.”


Jesse Fried on “Hands-Off Options”

American Public Media: Marketplace, July 27, Host: Kai Ryssdal
http://marketplace.publicradio.org/shows/2007/07/27/PM200707273.html

Jesse Fried: “Many CEOs get rich off stock options, even when investors fare poorly. Boards could easily solve this problem. But executives like things the way they are. And boards are too timid to insist options be structured properly…”



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